Unassociated Document



    CITIGROUP
      MORTGAGE LOAN TRUST INC.

    Depositor

    


    AMERIQUEST
      MORTGAGE COMPANY

    Servicer

    


     

    WELLS
      FARGO BANK, N.A.

    Master
      Servicer and 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-AMC4

     

    


    


    TABLE
      OF CONTENTS

     

    Section

     

    
      
        	
                ARTICLE
                  I

              
	 	 
	
                DEFINITIONS

              
	 
	
                SECTION
                  1.01

              	
                Defined
                  Terms.

              
	
                SECTION
                  1.02

              	
                Allocation
                  of Certain Interest Shortfalls.

              
	 
	
                ARTICLE
                  II

              
	 	 
	
                CONVEYANCE
                  OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

              
	 
	
                SECTION
                  2.01

              	
                Conveyance
                  of Mortgage Loans.

              
	
                SECTION
                  2.02

              	
                Acceptance
                  of the Trust Fund by the Trustee.

              
	
                SECTION
                  2.03

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

              
	
                SECTION
                  2.04

              	
                [Reserved].

              
	
                SECTION
                  2.05

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

              
	
                SECTION
                  2.06

              	
                Issuance
                  of the Certificates.

              
	
                SECTION
                  2.07

              	
                Authorization
                  to Enter into Interest Rate Cap Agreement.

              
	
                SECTION
                  2.08

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

              
	 
	
                ARTICLE
                  III

              
	 	 
	
                ADMINISTRATION
                  AND SERVICING OF THE MORTGAGE LOANS

              
	 
	
                SECTION
                  3.01

              	
                Servicer
                  to Act as Servicer.

              
	
                SECTION
                  3.02

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

              
	
                SECTION
                  3.03

              	
                Successor
                  Sub-Servicer.

              
	
                SECTION
                  3.04

              	
                Liability
                  of the Servicer.

              
	
                SECTION
                  3.05

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

              
	
                SECTION
                  3.06

              	
                Assumption
                  or Termination of Sub-Servicing Agreements by Master
                  Servicer.

              
	
                SECTION
                  3.07

              	
                Collection
                  of Certain Mortgage Loan Payments.

              
	
                SECTION
                  3.08

              	
                Sub-Servicing
                  Accounts.

              
	
                SECTION
                  3.09

              	
                Collection
                  of Taxes and Similar Items; Servicing Accounts.

              
	
                SECTION
                  3.10

              	
                Collection
                  Account.

              
	
                SECTION
                  3.11

              	
                Withdrawals
                  from the Collection Account.

              
	
                SECTION
                  3.12

              	
                Investment
                  of Funds in the Collection 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;
                  Collection Account Statements.

              
	
                SECTION
                  3.20

              	
                Statement
                  as to Compliance.

              
	
                SECTION
                  3.21

              	
                Assessments
                  of Compliance and Attestation Reports.

              
	
                SECTION
                  3.22

              	
                Access
                  to Certain Documentation.

              
	
                SECTION
                  3.23

              	
                Title,
                  Management and Disposition of REO Property.

              
	
                SECTION
                  3.24

              	
                Obligations
                  of the Servicer in Respect of Prepayment Interest
                  Shortfalls.

              
	
                SECTION
                  3.25

              	
                Obligations
                  of the Servicer in Respect of Monthly Payments.

              
	
                SECTION
                  3.26

              	
                Advance
                  Facility.

              
	
                SECTION
                  3.27

              	
                Late
                  Remittance.

              
	 
	
                ARTICLE
                  IIIA

              
	 	 
	
                ADMINISTRATION
                  AND SERVICING OF THE MORTGAGE LOANS

              
	 
	
                SECTION
                  3A.01

              	
                Master
                  Servicer to Act as Master Servicer

              
	
                SECTION
                  3A.02

              	
                [Reserved].

              
	
                SECTION
                  3A.03

              	
                Monitoring
                  of the Servicer.

              
	
                SECTION
                  3A.04

              	
                Fidelity
                  Bond.

              
	
                SECTION
                  3A.05

              	
                Power
                  to Act; Procedures.

              
	
                SECTION
                  3A.06

              	
                Due
                  on Sale Clauses; Assumption Agreements.

              
	
                SECTION
                  3A.07

              	
                [Reserved].

              
	
                SECTION
                  3A.08

              	
                Documents,
                  Records and Funds in Possession of Master Servicer to be Held for
                  Trustee.

              
	
                SECTION
                  3A.09

              	
                Compensation
                  for the Master Servicer.

              
	
                SECTION
                  3A.10

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

              
	
                SECTION
                  3A.11

              	
                Distribution
                  Account.

              
	
                SECTION
                  3A.12

              	
                Permitted
                  Withdrawals and Transfers from the Distribution
                  Account.

              
	 
	
                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 Realized Losses.

              
	
                SECTION
                  4.05

              	
                Compliance
                  with Withholding Requirements.

              
	
                SECTION
                  4.06

              	
                Net
                  WAC Rate Carryover Reserve Account.

              
	
                SECTION
                  4.07

              	
                Exchange
                  Commission Filings; Additional Information.

              
	
                SECTION
                  4.08

              	
                Cap
                  Account.

              
	
                SECTION
                  4.09

              	
                Collateral
                  Account.

              
	
                SECTION
                  4.10

              	
                Rights
                  and Obligations Under the Interest Rate Cap Agreement.

              
	 
	
                ARTICLE
                  V

              
	 	 
	
                THE
                  CERTIFICATES

              
	 
	
                SECTION
                  5.01

              	
                The
                  Certificates.

              
	
                SECTION
                  5.02

              	
                Registration
                  of Transfer and Exchange of Certificates.

              
	
                SECTION
                  5.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              
	
                SECTION
                  5.04

              	
                Persons
                  Deemed Owners.

              
	
                SECTION
                  5.05

              	
                Certain
                  Available Information.

              
	 
	
                ARTICLE
                  VI

              
	
                 

              	 
	
                THE
                  DEPOSITOR, THE MASTER SERVICER AND THE SERVICERS

              
	 
	
                SECTION
                  6.01

              	
                Liability
                  of the Depositor, the Master Servicer and the Servicer.

              
	
                SECTION
                  6.02

              	
                Merger
                  or Consolidation of the Depositor, the Master Servicer or the
                  Servicer.

              
	
                SECTION
                  6.03

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

              
	
                SECTION
                  6.04

              	
                Limitation
                  on Resignation of the Servicer; Assignment of Master
                  Servicing.

              
	
                SECTION
                  6.05

              	
                Successor
                  Master Servicer.

              
	
                SECTION
                  6.06

              	
                Rights
                  of the Depositor in Respect of the Servicer.

              
	
                SECTION
                  6.07

              	
                Duties
                  of the Credit Risk Manager.

              
	
                SECTION
                  6.08

              	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              
	
                SECTION
                  6.09

              	
                Removal
                  of the Credit Risk Manager.

              
	 
	
                ARTICLE
                  VII

              
	 	 
	
                DEFAULT

              
	 
	
                SECTION
                  7.01

              	
                Servicer
                  Events of Default and Master Servicer Events of
                  Termination.

              
	
                SECTION
                  7.02

              	
                Master
                  Servicer or Trustee to Act; Appointment of Successor
                  Servicer.

              
	
                SECTION
                  7.03

              	
                Trustee
                  to Act; Appointment of Successor Master Servicer.

              
	
                SECTION
                  7.04

              	
                Notification
                  to Certificateholders.

              
	
                SECTION
                  7.05

              	
                Waiver
                  of Servicer Events of Default and Master Servicer Events of
                  Termination.

              
	 
	
                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 Custodians’ Fees and
                  Expenses.

              
	
                SECTION
                  8.06

              	
                Eligibility
                  Requirements for Trustee and Trust Administrator.

              
	
                SECTION
                  8.07

              	
                Resignation
                  and Removal of the Trustee and the Trust Administrator.

              
	
                SECTION
                  8.08

              	
                Successor
                  Trustee or Trust Administrator.

              
	
                SECTION
                  8.09

              	
                Merger
                  or Consolidation of Trustee or Trust Administrator.

              
	
                SECTION
                  8.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              
	
                SECTION
                  8.11

              	
                [Reserved].

              
	
                SECTION
                  8.12

              	
                Appointment
                  of Office or Agency.

              
	
                SECTION
                  8.13

              	
                Representations
                  and Warranties.

              
	
                SECTION
                  8.14

              	
                [Reserved].

              
	
                SECTION
                  8.15

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

              
	 
	
                ARTICLE
                  IX

              
	 	 
	
                TERMINATION

              
	 
	
                SECTION
                  9.01

              	
                Termination
                  Upon Repurchase or Liquidation of the Mortgage Loans.

              
	
                SECTION
                  9.02

              	
                Additional
                  Termination Requirements.

              
	 
	
                ARTICLE
                  X

              
	 	 
	
                REMIC
                  PROVISIONS

              
	 
	
                SECTION
                  10.01

              	
                REMIC
                  Administration.

              
	
                SECTION
                  10.02

              	
                Prohibited
                  Transactions and Activities.

              
	
                SECTION
                  10.03

              	
                Servicer,
                  Master Servicer, Trustee and Trust Administrator
                  Indemnification.

              
	 
	
                ARTICLE
                  XI

              
	 	 
	
                MISCELLANEOUS
                  PROVISIONS

              
	 
	
                SECTION
                  11.01

              	
                Amendment.

              
	
                SECTION
                  11.02

              	
                Recordation
                  of Agreement; Counterparts.

              
	
                SECTION
                  11.03

              	
                Limitation
                  on Rights of Certificateholders.

              
	
                SECTION
                  11.04

              	
                Governing
                  Law.

              
	
                SECTION
                  11.05

              	
                Notices.

              
	
                SECTION
                  11.06

              	
                Severability
                  of Provisions.

              
	
                SECTION
                  11.07

              	
                Notice
                  to Rating Agencies.

              
	
                SECTION
                  11.08

              	
                Article
                  and Section References.

              
	
                SECTION
                  11.09

              	
                Grant
                  of Security Interest.

              
	
                SECTION
                  11.10

              	
                Third
                  Party Rights.

              
	
                SECTION
                  11.11

              	
                Intention
                  of the Parties and
                  Interpretation.

              


      

    

     

    Exhibits

     

    
      
        	
                Exhibit
                  A-1

              	
                Form
                  of Class A-1 Certificate

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class A-2A Certificate

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class A-2B Certificate

              
	
                Exhibit
                  A-4

              	
                Form
                  of Class A-2C Certificate

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class A-2D Certificate

              
	
                Exhibit
                  A-6

              	
                Form
                  of Class M-1 Certificate

              
	
                Exhibit
                  A-7

              	
                Form
                  of Class M-2 Certificate

              
	
                Exhibit
                  A-8

              	
                Form
                  of Class M-3 Certificate

              
	
                Exhibit
                  A-9

              	
                Form
                  of Class M-4 Certificate

              
	
                Exhibit
                  A-10

              	
                Form
                  of Class M-5 Certificate

              
	
                Exhibit
                  A-11

              	
                Form
                  of Class M-6 Certificate

              
	
                Exhibit
                  A-12

              	
                Form
                  of Class M-7 Certificate

              
	
                Exhibit
                  A-13

              	
                Form
                  of Class M-8 Certificate

              
	
                Exhibit
                  A-14

              	
                Form
                  of Class M-9 Certificate

              
	
                Exhibit
                  A-15

              	
                Form
                  of Class M-10 Certificate

              
	
                Exhibit
                  A-16

              	
                Form
                  of Class M-11 Certificate

              
	
                Exhibit
                  A-17

              	
                Form
                  of Class CE-1 Certificate and Class CE-2 Certificate

              
	
                Exhibit
                  A-18

              	
                Form
                  of Class P Certificate

              
	
                Exhibit
                  A-19

              	
                Form
                  of Class R Certificate

              
	
                Exhibit
                  A-20

              	
                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 Mortgage Loan Purchase Agreement

              
	
                Exhibit
                  E

              	
                Request
                  for Release

              
	
                Exhibit
                  F-1

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

              
	
                Exhibit
                  F-2

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

              
	
                Exhibit
                  G

              	
                Form
                  of Certification with respect to ERISA and the Code

              
	
                Exhibit
                  H-1

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

              
	
                Exhibit
                  H-2

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

              
	
                Exhibit
                  H-3

              	
                Form
                  of Certification to be provided to the Master Servicer by the Backup
                  Servicer (in its capacity as successor servicer)

              
	
                Exhibit
                  I

              	
                Form
                  of Interest Rate Cap Agreement

              
	
                Exhibit
                  J

              	
                Form
                  of Cap Administration Agreement

              
	
                Exhibit
                  K

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  L

              	
                Annual
                  Statement of Compliance

              
	
                Exhibit
                  M-1

              	
                Form
                  of Delinquency Report

              
	
                Exhibit
                  M-2

              	
                Monthly
                  Remittance Advance

              
	
                Exhibit
                  M-3

              	
                Form
                  of Realized Loss Report

              
	
                Exhibit
                  N

              	
                Addendum
                  Regulation AB

              
	
                Exhibit
                  O

              	
                Form
                  of Interest Rate Swap Agreement

              
	
                Exhibit
                  P-1

              	
                Form
                  of Backup Servicer Delinquency Report

              
	
                Exhibit
                  P-2

              	
                Backup
                  Servicer Montly Remittance Advance

              
	
                Exhibit
                  P-3

              	
                Form
                  of Backup Servicer Realized Loss Report

              
	 	 
	 	 
	
                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, AMERIQUEST MORTGAGE
      COMPANY, as Servicer, WELLS FARGO BANK, N.A., as Master Servicer and as Trust
      Administrator and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

     

    PRELIMINARY
      STATEMENT:

     

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

     

    REMIC
      I

    


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

     

    
      	
              
                Designation

              

            	 	
              REMIC
                I

              
                Remittance
                  Rate 

              

            	 	
              
                Initial

                Uncertificated
                  Balance

              

            	 	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              I

            	 	 	(2	)	 	$	
              236,597,131.51

            	 	
              May
                25, 2037

            
	
              I-1-A

            	 	 	(2	)	 	$	
              7,895,989.56

            	 	
              May
                25, 2037

            
	
              I-1-B

            	 	 	(2	)	 	$	
              7,895,989.56

            	 	
              May
                25, 2037

            
	
              I-2-A

            	 	 	(2	)	 	$	
              7,627,465.68

            	 	
              May
                25, 2037

            
	
              I-2-B

            	 	 	(2	)	 	$	
              7,627,465.68

            	 	
              May
                25, 2037

            
	
              I-3-A

            	 	 	(2	)	 	$	
              7,389,315.41

            	 	
              May
                25, 2037

            
	
              I-3-B

            	 	 	(2	)	 	$	
              7,389,315.41

            	 	
              May
                25, 2037

            
	
              I-4-A

            	 	 	(2	)	 	$	
              7,155,630.44

            	 	
              May
                25, 2037

            
	
              I-4-B

            	 	 	(2	)	 	$	
              7,155,630.44

            	 	
              May
                25, 2037

            
	
              I-5-A

            	 	 	(2	)	 	$	
              7,074,264.50

            	 	
              May
                25, 2037

            
	
              I-5-B

            	 	 	(2	)	 	$	
              7,074,264.50

            	 	
              May
                25, 2037

            
	
              I-6-A

            	 	 	(2	)	 	$	
              7,466,790.80

            	 	
              May
                25, 2037

            
	
              I-6-B

            	 	 	(2	)	 	$	
              7,466,790.80

            	 	
              May
                25, 2037

            
	
              I-7-A

            	 	 	(2	)	 	$	
              8,937,313.48

            	 	
              May
                25, 2037

            
	
              I-7-B

            	 	 	(2	)	 	$	
              8,937,313.48

            	 	
              May
                25, 2037

            
	
              I-8-A

            	 	 	(2	)	 	$	
              10,485,744.68

            	 	
              May
                25, 2037

            
	
              I-8-B

            	 	 	(2	)	 	$	
              10,485,744.68

            	 	
              May
                25, 2037

            
	
              I-9-A

            	 	 	(2	)	 	$	
              10,178,561.48

            	 	
              May
                25, 2037

            
	
              I-9-B

            	 	 	(2	)	 	$	
              10,178,561.48

            	 	
              May
                25, 2037

            
	
              I-10-A

            	 	 	(2	)	 	$	
              9,272,411.12

            	 	
              May
                25, 2037

            
	
              I-10-B

            	 	 	(2	)	 	$	
              9,272,411.12

            	 	
              May
                25, 2037

            
	
              I-11-A

            	 	 	(2	)	 	$	
              8,205,852.63

            	 	
              May
                25, 2037

            
	
              I-11-B

            	 	 	(2	)	 	$	
              8,205,852.63

            	 	
              May
                25, 2037

            
	
              I-12-A

            	 	 	(2	)	 	$	
              6,658,220.31

            	 	
              May
                25, 2037

            
	
              I-12-B

            	 	 	(2	)	 	$	
              6,658,220.31

            	 	
              May
                25, 2037

            
	
              I-13-A

            	 	 	(2	)	 	$	
              5,136,929.42

            	 	
              May
                25, 2037

            
	
              I-13-B

            	 	 	(2	)	 	$	
              5,136,929.42

            	 	
              May
                25, 2037

            
	
              I-14-A

            	 	 	(2	)	 	$	
              4,639,014.67

            	 	
              May
                25, 2037

            
	
              I-14-B

            	 	 	(2	)	 	$	
              4,639,014.67

            	 	
              May
                25, 2037

            
	
              I-15-A

            	 	 	(2	)	 	$	
              4,470,043.08

            	 	
              May
                25, 2037

            
	
              I-15-B

            	 	 	(2	)	 	$	
              4,470,043.08

            	 	
              May
                25, 2037

            
	
              I-16-A

            	 	 	(2	)	 	$	
              4,315,549.48

            	 	
              May
                25, 2037

            
	
              I-16-B

            	 	 	(2	)	 	$	
              4,315,549.48

            	 	
              May
                25, 2037

            
	
              I-17-A

            	 	 	(2	)	 	$	
              4,248,893.92

            	 	
              May
                25, 2037

            
	
              I-17-B

            	 	 	(2	)	 	$	
              4,248,893.92

            	 	
              May
                25, 2037

            
	
              I-18-A

            	 	 	(2	)	 	$	
              4,312,237.81

            	 	
              May
                25, 2037

            
	
              I-18-B

            	 	 	(2	)	 	$	
              4,312,237.81

            	 	
              May
                25, 2037

            
	
              I-19-A

            	 	 	(2	)	 	$	
              4,581,124.00

            	 	
              May
                25, 2037

            
	
              I-19-B

            	 	 	(2	)	 	$	
              4,581,124.00

            	 	
              May
                25, 2037

            
	
              I-20-A

            	 	 	(2	)	 	$	
              5,143,959.08

            	 	
              May
                25, 2037

            
	
              I-20-B

            	 	 	(2	)	 	$	
              5,143,959.08

            	 	
              May
                25, 2037

            
	
              I-21-A

            	 	 	(2	)	 	$	
              5,014,269.68

            	 	
              May
                25, 2037

            
	
              I-21-B

            	 	 	(2	)	 	$	
              5,014,269.68

            	 	
              May
                25, 2037

            
	
              I-22-A

            	 	 	(2	)	 	$	
              838,605.17

            	 	
              May
                25, 2037

            
	
              I-22-B

            	 	 	(2	)	 	$	
              838,605.17

            	 	
              May
                25, 2037

            
	
              I-23-A

            	 	 	(2	)	 	$	
              2,315,530.51

            	 	
              May
                25, 2037

            
	
              I-23-B

            	 	 	(2	)	 	$	
              2,315,530.51

            	 	
              May
                25, 2037

            
	
              I-24-A

            	 	 	(2	)	 	$	
              2,225,570.18

            	 	
              May
                25, 2037

            
	
              I-24-B

            	 	 	(2	)	 	$	
              2,225,570.18

            	 	
              May
                25, 2037

            
	
              I-25-A

            	 	 	(2	)	 	$	
              2,139,171.08

            	 	
              May
                25, 2037

            
	
              I-25-B

            	 	 	(2	)	 	$	
              2,139,171.08

            	 	
              May
                25, 2037

            
	
              I-26-A

            	 	 	(2	)	 	$	
              2,056,380.65

            	 	
              May
                25, 2037

            
	
              I-26-B

            	 	 	(2	)	 	$	
              2,056,380.65

            	 	
              May
                25, 2037

            
	
              I-27-A

            	 	 	(2	)	 	$	
              1,976,964.46

            	 	
              May
                25, 2037

            
	
              I-27-B

            	 	 	(2	)	 	$	
              1,976,964.46

            	 	
              May
                25, 2037

            
	
              I-28-A

            	 	 	(2	)	 	$	
              1,900,748.56

            	 	
              May
                25, 2037

            
	
              I-28-B

            	 	 	(2	)	 	$	
              1,900,748.56

            	 	
              May
                25, 2037

            
	
              I-29-A

            	 	 	(2	)	 	$	
              1,827,596.15

            	 	
              May
                25, 2037

            
	
              I-29-B

            	 	 	(2	)	 	$	
              1,827,596.15

            	 	
              May
                25, 2037

            
	
              I-30-A

            	 	 	(2	)	 	$	
              1,757,372.47

            	 	
              May
                25, 2037

            
	
              I-30-B

            	 	 	(2	)	 	$	
              1,757,372.47

            	 	
              May
                25, 2037

            
	
              I-31-A

            	 	 	(2	)	 	$	
              1,689,953.79

            	 	
              May
                25, 2037

            
	
              I-31-B

            	 	 	(2	)	 	$	
              1,689,953.79

            	 	
              May
                25, 2037

            
	
              I-32-A

            	 	 	(2	)	 	$	
              1,625,267.21

            	 	
              May
                25, 2037

            
	
              I-32-B

            	 	 	(2	)	 	$	
              1,625,267.21

            	 	
              May
                25, 2037

            
	
              I-33-A

            	 	 	(2	)	 	$	
              1,563,177.31

            	 	
              May
                25, 2037

            
	
              I-33-B

            	 	 	(2	)	 	$	
              1,563,177.31

            	 	
              May
                25, 2037

            
	
              I-34-A

            	 	 	(2	)	 	$	
              1,503,567.90

            	 	
              May
                25, 2037

            
	
              I-34-B

            	 	 	(2	)	 	$	
              1,503,567.90

            	 	
              May
                25, 2037

            
	
              I-35-A

            	 	 	(2	)	 	$	
              1,446,333.10

            	 	
              May
                25, 2037

            
	
              I-35-B

            	 	 	(2	)	 	$	
              1,446,333.10

            	 	
              May
                25, 2037

            
	
              I-36-A

            	 	 	(2	)	 	$	
              1,391,372.55

            	 	
              May
                25, 2037

            
	
              I-36-B

            	 	 	(2	)	 	$	
              1,391,372.55

            	 	
              May
                25, 2037

            
	
              I-37-A

            	 	 	(2	)	 	$	
              1,338,594.10

            	 	
              May
                25, 2037

            
	
              I-37-B

            	 	 	(2	)	 	$	
              1,338,594.10

            	 	
              May
                25, 2037

            
	
              I-38-A

            	 	 	(2	)	 	$	
              1,287,925.59

            	 	
              May
                25, 2037

            
	
              I-38-B

            	 	 	(2	)	 	$	
              1,287,925.59

            	 	
              May
                25, 2037

            
	
              I-39-A

            	 	 	(2	)	 	$	
              1,239,274.88

            	 	
              May
                25, 2037

            
	
              I-39-B

            	 	 	(2	)	 	$	
              1,239,274.88

            	 	
              May
                25, 2037

            
	
              I-40-A

            	 	 	(2	)	 	$	
              1,192,570.47

            	 	
              May
                25, 2037

            
	
              I-40-B

            	 	 	(2	)	 	$	
              1,192,570.47

            	 	
              May
                25, 2037

            
	
              I-41-A

            	 	 	(2	)	 	$	
              1,147,898.30

            	 	
              May
                25, 2037

            
	
              I-41-B

            	 	 	(2	)	 	$	
              1,147,898.30

            	 	
              May
                25, 2037

            
	
              I-42-A

            	 	 	(2	)	 	$	
              1,105,881.25

            	 	
              May
                25, 2037

            
	
              I-42-B

            	 	 	(2	)	 	$	
              1,105,881.25

            	 	
              May
                25, 2037

            
	
              I-43-A

            	 	 	(2	)	 	$	
              1,066,292.43

            	 	
              May
                25, 2037

            
	
              I-43-B

            	 	 	(2	)	 	$	
              1,066,292.43

            	 	
              May
                25, 2037

            
	
              I-44-A

            	 	 	(2	)	 	$	
              1,026,559.24

            	 	
              May
                25, 2037

            
	
              I-44-B

            	 	 	(2	)	 	$	
              1,026,559.24

            	 	
              May
                25, 2037

            
	
              I-45-A

            	 	 	(2	)	 	$	
              988,130.92

            	 	
              May
                25, 2037

            
	
              I-45-B

            	 	 	(2	)	 	$	
              988,130.92

            	 	
              May
                25, 2037

            
	
              I-46-A

            	 	 	(2	)	 	$	
              26,878,176.65

            	 	
              May
                25, 2037

            
	
              I-46-B

            	 	 	(2	)	 	$	
              26,878,176.65

            	 	
              May
                25, 2037

            
	
              II

            	 	 	(2	)	 	$	
              193,581,466.49

            	 	
              May
                25, 2037

            
	
              II-1-A

            	 	 	(2	)	 	$	
              6,460,421.69

            	 	
              May
                25, 2037

            
	
              II-1-B

            	 	 	(2	)	 	$	
              6,460,421.69

            	 	
              May
                25, 2037

            
	
              II-2-A

            	 	 	(2	)	 	$	
              6,240,718.07

            	 	
              May
                25, 2037

            
	
              II-2-B

            	 	 	(2	)	 	$	
              6,240,718.07

            	 	
              May
                25, 2037

            
	
              II-3-A

            	 	 	(2	)	 	$	
              6,045,865.84

            	 	
              May
                25, 2037

            
	
              II-3-B

            	 	 	(2	)	 	$	
              6,045,865.84

            	 	
              May
                25, 2037

            
	
              II-4-A

            	 	 	(2	)	 	$	
              5,854,667.06

            	 	
              May
                25, 2037

            
	
              II-4-B

            	 	 	(2	)	 	$	
              5,854,667.06

            	 	
              May
                25, 2037

            
	
              II-5-A

            	 	 	(2	)	 	$	
              5,788,094.25

            	 	
              May
                25, 2037

            
	
              II-5-B

            	 	 	(2	)	 	$	
              5,788,094.25

            	 	
              May
                25, 2037

            
	
              II-6-A

            	 	 	(2	)	 	$	
              6,109,255.45

            	 	
              May
                25, 2037

            
	
              II-6-B

            	 	 	(2	)	 	$	
              6,109,255.45

            	 	
              May
                25, 2037

            
	
              II-7-A

            	 	 	(2	)	 	$	
              7,312,422.77

            	 	
              May
                25, 2037

            
	
              II-7-B

            	 	 	(2	)	 	$	
              7,312,422.77

            	 	
              May
                25, 2037

            
	
              II-8-A

            	 	 	(2	)	 	$	
              8,579,334.07

            	 	
              May
                25, 2037

            
	
              II-8-B

            	 	 	(2	)	 	$	
              8,579,334.07

            	 	
              May
                25, 2037

            
	
              II-9-A

            	 	 	(2	)	 	$	
              8,327,999.77

            	 	
              May
                25, 2037

            
	
              II-9-B

            	 	 	(2	)	 	$	
              8,327,999.77

            	 	
              May
                25, 2037

            
	
              II-10-A

            	 	 	(2	)	 	$	
              7,586,596.38

            	 	
              May
                25, 2037

            
	
              II-10-B

            	 	 	(2	)	 	$	
              7,586,596.38

            	 	
              May
                25, 2037

            
	
              II-11-A

            	 	 	(2	)	 	$	
              6,713,948.62

            	 	
              May
                25, 2037

            
	
              II-11-B

            	 	 	(2	)	 	$	
              6,713,948.62

            	 	
              May
                25, 2037

            
	
              II-12-A

            	 	 	(2	)	 	$	
              5,447,690.94

            	 	
              May
                25, 2037

            
	
              II-12-B

            	 	 	(2	)	 	$	
              5,447,690.94

            	 	
              May
                25, 2037

            
	
              II-13-A

            	 	 	(2	)	 	$	
              4,202,985.58

            	 	
              May
                25, 2037

            
	
              II-13-B

            	 	 	(2	)	 	$	
              4,202,985.58

            	 	
              May
                25, 2037

            
	
              II-14-A

            	 	 	(2	)	 	$	
              3,795,596.58

            	 	
              May
                25, 2037

            
	
              II-14-B

            	 	 	(2	)	 	$	
              3,795,596.58

            	 	
              May
                25, 2037

            
	
              II-15-A

            	 	 	(2	)	 	$	
              3,657,345.67

            	 	
              May
                25, 2037

            
	
              II-15-B

            	 	 	(2	)	 	$	
              3,657,345.67

            	 	
              May
                25, 2037

            
	
              II-16-A

            	 	 	(2	)	 	$	
              3,530,940.52

            	 	
              May
                25, 2037

            
	
              II-16-B

            	 	 	(2	)	 	$	
              3,530,940.52

            	 	
              May
                25, 2037

            
	
              II-17-A

            	 	 	(2	)	 	$	
              3,476,403.58

            	 	
              May
                25, 2037

            
	
              II-17-B

            	 	 	(2	)	 	$	
              3,476,403.58

            	 	
              May
                25, 2037

            
	
              II-18-A

            	 	 	(2	)	 	$	
              3,528,230.94

            	 	
              May
                25, 2037

            
	
              II-18-B

            	 	 	(2	)	 	$	
              3,528,230.94

            	 	
              May
                25, 2037

            
	
              II-19-A

            	 	 	(2	)	 	$	
              3,748,231.00

            	 	
              May
                25, 2037

            
	
              II-19-B

            	 	 	(2	)	 	$	
              3,748,231.00

            	 	
              May
                25, 2037

            
	
              II-20-A

            	 	 	(2	)	 	$	
              4,208,737.17

            	 	
              May
                25, 2037

            
	
              II-20-B

            	 	 	(2	)	 	$	
              4,208,737.17

            	 	
              May
                25, 2037

            
	
              II-21-A

            	 	 	(2	)	 	$	
              4,102,626.57

            	 	
              May
                25, 2037

            
	
              II-21-B

            	 	 	(2	)	 	$	
              4,102,626.57

            	 	
              May
                25, 2037

            
	
              II-22-A

            	 	 	(2	)	 	$	
              686,138.58

            	 	
              May
                25, 2037

            
	
              II-22-B

            	 	 	(2	)	 	$	
              686,138.58

            	 	
              May
                25, 2037

            
	
              II-23-A

            	 	 	(2	)	 	$	
              1,894,544.49

            	 	
              May
                25, 2037

            
	
              II-23-B

            	 	 	(2	)	 	$	
              1,894,544.49

            	 	
              May
                25, 2037

            
	
              II-56-A

            	 	 	(2	)	 	$	
              1,820,939.82

            	 	
              May
                25, 2037

            
	
              II-56-B

            	 	 	(2	)	 	$	
              1,820,939.82

            	 	
              May
                25, 2037

            
	
              II-25-A

            	 	 	(2	)	 	$	
              1,750,248.92

            	 	
              May
                25, 2037

            
	
              II-25-B

            	 	 	(2	)	 	$	
              1,750,248.92

            	 	
              May
                25, 2037

            
	
              II-26-A

            	 	 	(2	)	 	$	
              1,682,510.60

            	 	
              May
                25, 2037

            
	
              II-26-B

            	 	 	(2	)	 	$	
              1,682,510.60

            	 	
              May
                25, 2037

            
	
              II-27-A

            	 	 	(2	)	 	$	
              1,617,533.04

            	 	
              May
                25, 2037

            
	
              II-27-B

            	 	 	(2	)	 	$	
              1,617,533.04

            	 	
              May
                25, 2037

            
	
              II-28-A

            	 	 	(2	)	 	$	
              1,555,173.94

            	 	
              May
                25, 2037

            
	
              II-28-B

            	 	 	(2	)	 	$	
              1,555,173.94

            	 	
              May
                25, 2037

            
	
              II-29-A

            	 	 	(2	)	 	$	
              1,495,321.35

            	 	
              May
                25, 2037

            
	
              II-29-B

            	 	 	(2	)	 	$	
              1,495,321.35

            	 	
              May
                25, 2037

            
	
              II-30-A

            	 	 	(2	)	 	$	
              1,437,865.03

            	 	
              May
                25, 2037

            
	
              II-30-B

            	 	 	(2	)	 	$	
              1,437,865.03

            	 	
              May
                25, 2037

            
	
              II-31-A

            	 	 	(2	)	 	$	
              1,382,703.71

            	 	
              May
                25, 2037

            
	
              II-31-B

            	 	 	(2	)	 	$	
              1,382,703.71

            	 	
              May
                25, 2037

            
	
              II-32-A

            	 	 	(2	)	 	$	
              1,329,777.79

            	 	
              May
                25, 2037

            
	
              II-32-B

            	 	 	(2	)	 	$	
              1,329,777.79

            	 	
              May
                25, 2037

            
	
              II-33-A

            	 	 	(2	)	 	$	
              1,278,976.44

            	 	
              May
                25, 2037

            
	
              II-33-B

            	 	 	(2	)	 	$	
              1,278,976.44

            	 	
              May
                25, 2037

            
	
              II-34-A

            	 	 	(2	)	 	$	
              1,230,204.60

            	 	
              May
                25, 2037

            
	
              II-34-B

            	 	 	(2	)	 	$	
              1,230,204.60

            	 	
              May
                25, 2037

            
	
              II-35-A

            	 	 	(2	)	 	$	
              1,183,375.65

            	 	
              May
                25, 2037

            
	
              II-35-B

            	 	 	(2	)	 	$	
              1,183,375.65

            	 	
              May
                25, 2037

            
	
              II-36-A

            	 	 	(2	)	 	$	
              1,138,407.45

            	 	
              May
                25, 2037

            
	
              II-36-B

            	 	 	(2	)	 	$	
              1,138,407.45

            	 	
              May
                25, 2037

            
	
              II-37-A

            	 	 	(2	)	 	$	
              1,095,224.65

            	 	
              May
                25, 2037

            
	
              II-37-B

            	 	 	(2	)	 	$	
              1,095,224.65

            	 	
              May
                25, 2037

            
	
              II-38-A

            	 	 	(2	)	 	$	
              1,053,768.16

            	 	
              May
                25, 2037

            
	
              II-38-B

            	 	 	(2	)	 	$	
              1,053,768.16

            	 	
              May
                25, 2037

            
	
              II-39-A

            	 	 	(2	)	 	$	
              1,013,962.62

            	 	
              May
                25, 2037

            
	
              II-39-B

            	 	 	(2	)	 	$	
              1,013,962.62

            	 	
              May
                25, 2037

            
	
              II-40-A

            	 	 	(2	)	 	$	
              975,749.53

            	 	
              May
                25, 2037

            
	
              II-40-B

            	 	 	(2	)	 	$	
              975,749.53

            	 	
              May
                25, 2037

            
	
              II-41-A

            	 	 	(2	)	 	$	
              939,199.20

            	 	
              May
                25, 2037

            
	
              II-41-B

            	 	 	(2	)	 	$	
              939,199.20

            	 	
              May
                25, 2037

            
	
              II-42-A

            	 	 	(2	)	 	$	
              904,821.25

            	 	
              May
                25, 2037

            
	
              II-42-B

            	 	 	(2	)	 	$	
              904,821.25

            	 	
              May
                25, 2037

            
	
              II-43-A

            	 	 	(2	)	 	$	
              872,430.07

            	 	
              May
                25, 2037

            
	
              II-43-B

            	 	 	(2	)	 	$	
              872,430.07

            	 	
              May
                25, 2037

            
	
              II-44-A

            	 	 	(2	)	 	$	
              839,920.76

            	 	
              May
                25, 2037

            
	
              II-44-B

            	 	 	(2	)	 	$	
              839,920.76

            	 	
              May
                25, 2037

            
	
              II-45-A

            	 	 	(2	)	 	$	
              808,479.08

            	 	
              May
                25, 2037

            
	
              II-45-B

            	 	 	(2	)	 	$	
              808,479.08

            	 	
              May
                25, 2037

            
	
              II-46-A

            	 	 	(2	)	 	$	
              21,991,462.10

            	 	
              May
                25, 2037

            
	
              II-46-B

            	 	 	(2	)	 	$	
              21,991,462.10

            	 	
              May
                25, 2037

            
	
              I-CE-2

            	 	 	(2	)	 	 	(3	)	
              May
                25, 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.

            


    

    
      	
              (3)

            	
              REMIC
                I Regular Interest I-CE-2
                will not have an Uncertificated Balance, but will accrue interest
                on its
                Notional Amount described in accordance with the definition of “Notional
                Amount” herein.

            


    

     

    REMIC
      II

    


    As
      provided herein, the Trustee 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	)	 	$	
              573,814,104.57

            	 	
              May
                25, 2037

            
	
              LTA1

            	 	 	(2	)	 	$	
              2,325,105.00

            	 	
              May
                25, 2037

            
	
              LTA2A

            	 	 	(2	)	 	$	
              1,089,030.00

            	 	
              May
                25, 2037

            
	
              LTA2B

            	 	 	(2	)	 	$	
              340,270.00

            	 	
              May
                25, 2037

            
	
              LTA2C

            	 	 	(2	)	 	$	
              288,305.00

            	 	
              May
                25, 2037

            
	
              LTA2D

            	 	 	(2	)	 	$	
              184,770.00

            	 	
              May
                25, 2037

            
	
              LTM1

            	 	 	(2	)	 	$	
              269,345.00

            	 	
              May
                25, 2037

            
	
              LTM2

            	 	 	(2	)	 	$	
              292,760.00

            	 	
              May
                25, 2037

            
	
              LTM3

            	 	 	(2	)	 	$	
              87,830.00

            	 	
              May
                25, 2037

            
	
              LTM4

            	 	 	(2	)	 	$	
              90,755.00

            	 	
              May
                25, 2037

            
	
              LTM5

            	 	 	(2	)	 	$	
              84,900.00

            	 	
              May
                25, 2037

            
	
              LTM6

            	 	 	(2	)	 	$	
              64,410.00

            	 	
              May
                25, 2037

            
	
              LTM7

            	 	 	(2	)	 	$	
              84,900.00

            	 	
              May
                25, 2037

            
	
              LTM8

            	 	 	(2	)	 	$	
              73,190.00

            	 	
              May
                25, 2037

            
	
              LTM9

            	 	 	(2	)	 	$	
              114,180.00

            	 	
              May
                25, 2037

            
	
              LTM10

            	 	 	(2	)	 	$	
              108,320.00

            	 	
              May
                25, 2037

            
	
              LTM11

            	 	 	(2	)	 	$	
              46,845.00

            	 	
              May
                25, 2037

            
	
              LTZZ

            	 	 	(2	)	 	$	
              6,165,576.93

            	 	
              May
                25, 2037

            
	
              LTP

            	 	 	(2	)	 	$	
              100.00

            	 	
              May
                25, 2037

            
	
              LTIO

            	 	 	(2	)	 	 	(4	)	
              May
                25, 2037

            
	
              LT1SUB

            	 	 	(2	)	 	$	
              17,905.30

            	 	
              May
                25, 2037

            
	
              LT1GRP

            	 	 	(2	)	 	$	
              64,407.41

            	 	
              May
                25, 2037

            
	
              LT2SUB

            	 	 	(2	)	 	$	
              14,650.02

            	 	
              May
                25, 2037

            
	
              LT2GRP

            	 	 	(2	)	 	$	
              52,697.52

            	 	
              May
                25, 2037

            
	
              LTXX

            	 	 	(2	)	 	$	
              585,374,936.25

            	 	
              May
                25, 2037

            
	
              LTCE-2

            	 	 	(2	)	 	 	(3	)	
              May
                25, 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 LTCE-2 will not have an Uncertificated Balance,
                but
                will accrue interest in accordance with the definition of “Notional
                Amount” herein.

            


    

    
      	
              (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 Trustee 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)

            	 	$	
              465,021,000.00

            	 	
              May
                25, 2037

            
	
              Class
                A-2A

            	 	
              Variable(2)

            	 	$	
              217,806,000.00

            	 	
              May
                25, 2037

            
	
              Class
                A-2B

            	 	
              Variable(2)

            	 	$	
              68,054,000.00

            	 	
              May
                25, 2037

            
	
              Class
                A-2C

            	 	
              Variable(2)

            	 	$	
              57,661,000.00

            	 	
              May
                25, 2037

            
	
              Class
                A-2D

            	 	
              Variable(2)

            	 	$	
              36,954,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-1

            	 	
              Variable(2)

            	 	$	
              53,869,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-2

            	 	
              Variable(2)

            	 	$	
              58,552,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-3

            	 	
              Variable(2)

            	 	$	
              17,566,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-4

            	 	
              Variable(2)

            	 	$	
              18,151,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-5

            	 	
              Variable(2)

            	 	$	
              16,980,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-6

            	 	
              Variable(2)

            	 	$	
              12,882,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-7

            	 	
              Variable(2)

            	 	$	
              16,980,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-8

            	 	
              Variable(2)

            	 	$	
              14,638,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-9

            	 	
              Variable(2)

            	 	$	
              22,836,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-10

            	 	
              Variable(2)

            	 	$	
              21,664,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-11

            	 	
              Variable(2)

            	 	$	
              9,369,000.00

            	 	
              May
                25, 2037

            
	
              Class
                CE-1 Interest

            	 	
              Variable(3)

            	 	$	
              62,066,193.00

            	 	
              May
                25, 2037

            
	
              Class
                CE-2 Interest

            	 	
              (4)

            	 	 	(5	)	
              May
                25, 2037

            
	
              Class
                P Interest

            	 	
              N/A(6)

            	 	$	
              100.00

            	 	
              May
                25, 2037

            
	
              Class
                IO Interest

            	 	
              (7)

            	 	 	(7	)	
              May
                25, 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-1 Interest will accrue interest at its variable Pass-Through
                Rate
                on the Notional Amount of the Class CE-1 Interest outstanding from
                time to
                time.  The Class CE-1 Interest will not accrue interest on its
                Certificate Principal Balance.

            


    

    
      	
              (4)

            	
              The
                Class CE-2 Interest will not have a variable Pass-Through Rate, but
                will
                be entitled to 100% of the amounts distributed on REMIC II Regular
                Interest LTCE-2.

            


    

    
      	
              (5)

            	
              For
                federal income tax purposes, the Class CE-2 Interest will not have
                an
                Uncertificated Balance, but will have a Notional Amount equal to
                the
                Notional Amount of REMIC II Regular Interest
                LTCE-2.

            


    

    
      	
              (6)

            	
              The
                Class P Interest will not
                accrue interest.

            


    

    
      	
              (7)

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

     

    
      	
              
                Designation

              

            	 	
              
                Pass-Through
                  Rate

              

            	 	
              
                Initial
                  Aggregate Certificate Principal Balance

              

            	 	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              Class
                CE-1 Certificates

            	 	
              Variable(2)

            	 	$	
              62,066,193.00

            	 	
              May
                25, 2037

            


    

    _______________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class CE-1 Certificates will receive 100% of amounts received in
                respect
                of the Class CE-1 Interest.

            


    

    


    REMIC
      V

    


    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the Class CE-2 Interest as a REMIC for federal income tax
      purposes, and such 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
                CE-2 Certificates

            	 	
              Variable(2)

            	 	 	
              (3)

            	 	
              May
                25, 2037

            


    

    _______________

    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    
      	
              (3)

            	
              The
                Class CE-2 Certificates are an interest only class and for each
                Distribution Date the Class CE-2 Certificates will be entitled to
                receive
                100% of the amounts distributed on the Class CE-2 Interest.

            


    

    


    REMIC
      VI

    


    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the Class P Interest as a REMIC for federal income tax purposes,
      and such pool of assets will be designated as “REMIC 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 Class of Certificates.

     

    
      	
              
                Designation

              

            	 	
              
                Pass-Through
                  Rate

              

            	 	
              
                Initial
                  Aggregate Certificate Principal Balance

              

            	 	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              Class
                P Certificates

            	 	
              Variable(2)

            	 	$	
              100.00

            	 	
              May
                25, 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
      VII

    


    As
      provided herein, the Trustee 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
      VII.”  The Class R-VII Interest will evidence the sole class of
“residual interests” in REMIC VII 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
      VII 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

              	 	
                May
                  25, 2037

              


      

    

    _______________

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              REMIC
                VII Regular Interest SWAP
                IO will receive 100% of amounts received in respect of the Class
                IO
                Interest.

            


    

     

    As
      of the
      Cut-off Date, the Group I Mortgage Loans had an aggregate Stated Principal
      Balance equal to $644,074,123.80 and the Group II Mortgage Loans had an
      aggregate Stated Principal Balance equal to $526,975,169.54.

     

    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Servicer, the Master 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.

     

    “10-K
      Filing Deadline”:  The meaning set forth in Section
      4.07(a)(iv).

     

    “Acceptable
      Bid Amount”:  Either (i) a bid equal to or greater than the Minimum
      Auction Amount or (ii) the highest bid submitted by a Qualified Bidder in an
      auction if the Directing Holder agrees to pay the related Auction Supplement
      Amount.

     

    “Accepted
      Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
      either (x) those customary mortgage loan master servicing practices of prudent
      mortgage servicing institutions that master service mortgage loans of the same
      type and quality as such Mortgage Loan in the jurisdiction where the related
      Mortgaged Property is located, to the extent applicable to the Master Servicer
      (except in its capacity as successor to the Servicer), or (y) as provided in
      Section 3A.01 hereof, but in no event below the standard set forth in
      clause (x).

     

    “Addendum
      Regulation AB”:  The addendum addressing the obligations of the Backup
      Servicer (in its capacity as successor servicer) with respect to the Mortgage
      Loans and Regulation AB, attached hereto at Exhibit N.

     

    “Additional
      Disclosure”:  The meaning set forth in Section
      4.07(a)(v).

     

    “Additional
      Form 10-D Disclosure”:  The meaning set forth in Section
      4.07(a)(i).

     

    “Additional
      Form 10-K Disclosure”: The meaning set forth in Section
      4.07(a)(iv).

     

    “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.

     

    “Advance
      Facility”: As defined in Section 3.26 hereof.

     

    “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.

     

    “Ameriquest
      Servicing Fee Rate”:  The Servicing Fee less an amount to be retained
      by the Servicing Rights Owner as agreed to between the Servicing Rights Owner
      and the Servicer.

     

    “Assessment
      of Compliance”:  As defined in Section 3.21.

     

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

     

    “Attestation
      Report”: As defined in Section 3.21.

     

    “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 (exclusive of any Prepayment Interest
      Excess), (c) the aggregate of any amounts on deposit in the Distribution Account
      representing Compensating Interest Payments paid by the Servicer or the Master
      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 or the Master Servicer
      for such Distribution Date and (e) Prepayment Charges received and Servicer
      Prepayment Charge Payment Amounts paid in respect of Mortgage Loans with respect
      to which a Principal Prepayment occurred during the related Prepayment Period
      and any amounts received from the Sponsor as contemplated in Section 2.03(b)
      in
      respect of any Principal Prepayment that occurred during or prior to the related
      Prepayment Period over (ii) the sum of (a) amounts reimbursable or payable
      to
      the Servicer pursuant to Section 3.11(a) or to the Master Servicer pursuant
      to
      Sections 3A.03, 3A.09 and 3A.10, (b) amounts reimbursable or payable to the
      Servicer, the Master Servicer, the Trustee, the Trust Administrator or the
      Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in
      respect of Extraordinary Trust Fund Expenses and amounts payable to the Swap
      Provider (other than any Swap Termination Payment owed to the Swap Provider
      resulting from a Swap Provider Trigger Event), (c) 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, (d) without duplication, any
      amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted
      hereunder to be retained by the Servicer or to be withdrawn by the Servicer
      from
      the Collection Account pursuant to Section 3.18 and retained by the Master
      Servicer or to be withdrawn by the Master Servicer from the Distribution Account
      pursuant to Section 3A.11.  Notwithstanding any of the foregoing, with
      respect to any items that are a part of the Available Distribution Amount as
      defined above and that are required to be remitted by the Servicer to the Master
      Servicer, the Available Distribution Amount shall not be deemed to include
      any
      portion of such items that are not actually remitted by the Servicer to the
      Master Servicer.

     

    “Back-Up
      Certification”:  The meaning set forth in Section
      4.07(a)(iv).

     

    “Backup
      Servicer”:  Countrywide Home Loans Servicing LP, or its successor in
      interest.

     

    “Backup
      Servicer Fee”:   With respect to any Distribution Date, an amount
      equal to the greater of (x) the Backup Servicer 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 and (y) $5,000.

     

    “Backup
      Servicer Fee Rate”:  0.02% per annum.

     

    “Backup
      Servicing Agreement”: The Backup Servicing Agreement dated as of June 1, 2007,
      by and among the Backup Servicer, the Master Servicer and the
      Trustee.

     

    “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-1 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 Minnesota, the State of New York,
      the State of Texas, the State of Maryland, the State of California, or in the
      city in which the Corporate Trust Office of the Trustee or the Corporate Trust
      Office of the Trust Administrator is located, are authorized or obligated by
      law
      or executive order to be closed.

     

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

     

    “Cap
      Administration Agreement”: The cap administration agreement, dated the Closing
      Date, among the Cap Trustee, the Cap Administrator, the Trust Administrator
      and
      Citigroup Global Markets Realty Corp. as majority holder of the Class CE-1
      Certificates, a form of which is attached hereto as Exhibit J.

     

    “Cap
      Administrator”: Wells Fargo Bank, N.A.

     

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

     

    “Cap
      Trustee”:  Wells Fargo Bank, 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-AMC4, Asset-Backed
      Pass-Through Certificates, Series 2007-AMC4, 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-1 Certificates or Class CE-2 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-1 Certificates or Class CE-2 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-1 Certificates or Class CE-2
      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, the Servicer
      or the Master Servicer or any Affiliate thereof shall be deemed not to be
      outstanding and the Voting Rights to which it is entitled shall not be taken
      into account in determining whether the requisite percentage of Voting Rights
      necessary to effect any such consent has been obtained, except as otherwise
      provided in Section 11.01. The Trustee and the Trust Administrator may
      conclusively rely upon a certificate of the Depositor, the Servicer or the
      Master Servicer in determining whether a Certificate is held by an Affiliate
      thereof. All references herein to “Holders” or “Certificateholders” shall
      reflect the rights of Certificate Owners as they may indirectly exercise such
      rights through the Depository and participating members thereof, except as
      otherwise specified herein; provided, however, that the Trustee and the Trust
      Administrator shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in
      the Certificate Register.

     

    “Certificate
      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

            	
              0.175%

            	
              0.350%

            
	
              A-2A

            	
              LTA2A

            	
              0.060%

            	
              0.120%

            
	
              A-2B

            	
              LTA2B

            	
              0.140%

            	
              0.280%

            
	
              A-2C

            	
              LTA2C

            	
              0.170%

            	
              0.340%

            
	
              A-2D

            	
              LTA2D

            	
              0.270%

            	
              0.540%

            
	
              M-1

            	
              LTM1

            	
              0.270%

            	
              0.405%

            
	
              M-2

            	
              LTM1

            	
              0.300%

            	
              0.450%

            
	
              M-3

            	
              LTM3

            	
              0.310%

            	
              0.465%

            
	
              M-4

            	
              LTM4

            	
              0.380%

            	
              0.570%

            
	
              M-5

            	
              LTM5

            	
              0.430%

            	
              0.645%

            
	
              M-6

            	
              LTM6

            	
              0.680%

            	
              1.020%

            
	
              M-7

            	
              LTM7

            	
              1.100%

            	
              1.650%

            
	
              M-8

            	
              LTM8

            	
              1.650%

            	
              2.475%

            
	
              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-1 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.  Wells Fargo Bank, N.A. will act as Certificate
      Registrar, for so long as it is Trust Administrator under this
      Agreement.

     

    “Certification
      Parties”:  The meaning set forth in Section 4.07(a)(iv).

     

    “Certifying
      Person”:  The meaning set forth in Section 4.07(a)(iv).

     

     “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-2A Certificates”:  Any one of the Class A-2A Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-2 and evidencing (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-2B Certificates”:  Any one of the Class A-2B Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-3 and evidencing (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-2C Certificates”:  Any one of the Class A-2C Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-4 and evidencing (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-2D Certificates”:  Any one of the Class A-2D 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
      A
      Certificates”: Collectively, the Class A-1 Certificates, the Class A-2A
      Certificates, the Class A-2B Certificates, the Class A-2C Certificates and
      the
      Class A-2D Certificates.

     

    “Class
      CE-1 Certificate”: Any one of the Class CE-1 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-17 and evidencing (1) a Regular Interest in
      REMIC IV and (2) beneficial ownership of the Supplemental Interest
      Trust.

     

    “Class
      CE-1 Interest”:  An uncertificated interest in the Trust Fund held by
      the Trustee on behalf of the Holders of the Class CE-1 Certificates, evidencing
      a Regular Interest in REMIC III for purposes of the REMIC
      Provisions.

     

    “Class
      CE-2 Certificate”: Any one of the Class CE-2 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-17 and evidencing a Regular Interest in REMIC
      V
      for purposes of the REMIC Provisions.

     

    “Class
      CE-2 Interest”:  An uncertificated interest in the Trust Fund held by
      the Trustee on behalf of the Holders of the Class CE-2 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-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-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) 53.60% and (ii) the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the excess, if any,
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      M-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-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-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) 63.60% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the excess, if any,
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      M-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-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-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) 66.60% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the excess, if any,
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      M-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-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-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) 69.70% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the excess, if any,
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      M-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-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-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) 72.60% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the excess, if any,
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      M-6 Certificate”: Any one of the Class M-6 Certificates executed, authenticated
      and delivered by the Trust Administrator, substantially in the form annexed
      hereto as Exhibit A-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-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) 74.80% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the excess, if any,
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      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-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-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) 77.70% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the excess, if any,
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      M-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-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-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) 80.20% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the excess, if any,
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      M-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-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-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) 84.10% 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
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      M-10 Certificate”: Any one of the Class M-10 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-15 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) 87.80% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the excess, if any,
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      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-16 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) 89.40% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the excess, if any,
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date.

     

    “Class
      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-18 and evidencing a Regular Interest in REMIC VI 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-19 and evidencing the ownership of the Class R-I Interest, the
      Class R-II Interest and the Class R-III 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.

     

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

     

    “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-20 and evidencing the ownership of the Class R-IV Interest,
      the Class R-V Interest, the Class R-VI Interest and the Class R-VII
      Interest.

     

    “Closing
      Date”: June 29, 2007.

     

    “Code”:  The
      Internal Revenue Code of 1986, as amended, and the regulations
      thereto.

     

    “Collection
      Account”:  The account or accounts created and maintained, or caused
      to be created and maintained, by the Servicer pursuant to Section 3.10(a),
      which
      shall be titled (i) “Ameriquest Mortgage Company, as the Servicer for U.S. Bank
      National Association, as Trustee, in trust for the registered holders of
      Citigroup Mortgage Loan Trust 2007-AMC4, Asset-Backed Pass-Through Certificates,
      Series 2007-AMC4, Mortgage Pass-Through Certificates.”   The
      Collection Account must be an Eligible Account.

     

    “Commission”:
      The Securities and Exchange Commission.

     

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

     

    “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

            
	
              LTA2A

            	
              Class
                A-2A

            
	
              LTA2B

            	
              Class
                A-2B

            
	
              LTA2C

            	
              Class
                A-2C

            
	
              LTA2D

            	
              Class
                A-2D

            
	
              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

            
	
              LTCE-2

            	
              Class
                CE-2

            


    

     

    “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,  (A) for Certificate transfer
      and surrender purposes, Well Fargo Bank, N.A., Sixth Street and Marquette
      Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services—CMLTI
      2007-AMC4 and (B) for all other purposes, Wells Fargo Bank, N.A. 9062 Old
      Annapolis Road, Columbia, Maryland 21045 Attention: Client Manager—CMLTI
      2007-AMC4, 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-AMC4, 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”:  Each respective agreement between the
      Credit Risk Manager and the Servicer and/or the Credit Risk Manager and the
      Master 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”: 0.0135% per annum.

     

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

     

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

     

    “Cut-off
      Date”: With respect to each Original Mortgage Loan, 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 and A-1 by S&P) by the Rating
      Agencies (or a comparable rating if S&P and Moody’s are not the Rating
      Agencies).

     

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

     

    “Determination
      Date”: With respect to each Distribution Date, the Business Day immediately
      preceding the Servicer Remittance Date.

     

    “Directing
      Holder”:  The Holder of the largest Percentage Interest of the Class
      CE-1 Certificates.

     

    “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 or the Master
      Servicer on behalf of the Trustee) shall not be considered to Directly Operate
      an REO Property solely because the Trustee (or the Servicer or the Master
      Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
      enters into or renews leases, deals with taxes and insurance, or makes decisions
      as to repairs or capital expenditures with respect to such REO
      Property.

     

    “Disqualified
      Organization”: Any of the following: (i) the United States, any State or
      political subdivision thereof, any possession of the United States, or any
      agency or instrumentality of any of the foregoing (other than an instrumentality
      which is a corporation if all of its activities are subject to tax and, except
      for Freddie Mac, a majority of its board of directors is not selected by such
      governmental unit), (ii) any foreign government, any international organization,
      or any agency or instrumentality of any of the foregoing, (iii) any organization
      (other than certain farmers’ cooperatives described in Section 521 of the Code)
      which is exempt from the tax imposed by Chapter 1 of the Code (including the
      tax
      imposed by Section 511 of the Code on unrelated business taxable income), (iv)
      rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
      of
      the Code, (v) an “electing large partnership” within the meaning of Section 775
      of the Code and (vi) any other Person so designated by the Trustee 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 3A.11 which shall be entitled “Wells Fargo
      Bank, 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-AMC4, Asset-Backed Pass-Through Certificates, Series 2007-AMC4.” 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, (ii) the Backup Servicer Fee Rate
      and
      (iii) 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, (ii) the Backup Servicer Fee Rate
      and
      (iii) the Credit Risk Manager Fee Rate.

     

    “Extraordinary
      Trust Fund Expenses”: Any amounts reimbursable to the Servicer or the Depositor
      pursuant to Section 6.03, any amounts reimbursable to the Master Servicer
      pursuant to Section 3A.03 or Section 6.03, to the Trustee pursuant to Section
      3.06 or Section 7.02, 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, Section 8.05 or 10.01(c) and any other costs,
      expenses, liabilities and losses borne by the Trust Fund 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 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.

     

    “Form
      8-K
      Disclosure Information”:  The meaning set forth in Section
      4.07(a)(iii).

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Group
      I
      Senior Principal Distribution Amount”:  With respect to any
      Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
      of the Group I Certificates immediately prior to such Distribution Date over
      (y)
      the lesser of (A) the product of (i) 44.40% and (ii) the aggregate Stated
      Principal Balance of the Group I Mortgage Loans as of the last day of the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) and (B) the excess, if any, of the aggregate Stated Principal Balance
      of
      the Group I Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
      principal received during the related Prepayment Period) over 0.50% of the
      aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
      Cut-off Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Group
      II
      Senior Principal Distribution Amount”:  With respect to any
      Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
      of the Group II Certificates immediately prior to such Distribution Date over
      (y) the lesser of (A) the product of (i) 44.40% and (ii) the aggregate Stated
      Principal Balance of the Group II Mortgage Loans as of the last day of the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) and (B) the excess, if any, of the aggregate Stated Principal Balance
      of
      the Group II Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
      principal received during the related Prepayment Period) over 0.50% of the
      aggregate Stated Principal Balance of the Group II Mortgage Loans as of the
      Cut-off Date.

     

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

     

    “Indenture”:
      An indenture relating to the issuance of notes secured by the Class CE-1
      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, the Backup Servicer, the Master
      Servicer, the Trustee and the Trust Administrator and their respective
      Affiliates, (b) does not have any direct financial interest in or any material
      indirect financial interest in the Depositor, the Servicer, the Backup Servicer,
      the Master Servicer, the Trustee, the Trust Administrator or any Affiliate
      thereof, and (c) is not connected with the Depositor, the Servicer, the Master
      Servicer, the Trustee, the Trust Administrator 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, the Backup Servicer, the Master
      Servicer, the Trustee, the Trust Administrator 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 or the Master
      Servicer) that would be an “independent contractor” with respect to any REMIC
      within the meaning of Section 856(d)(3) of the Code if any REMIC were a real
      estate investment trust (except that the ownership tests set forth in that
      section shall be considered to be met by any Person that owns, directly or
      indirectly, 35% or more of any Class of Certificates), so long as any REMIC
      does
      not receive or derive any income from such Person and provided that the
      relationship between such Person and any REMIC is at arm’s length, all within
      the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
      Person (including the Servicer or the Master Servicer) if the Trust
      Administrator has received an Opinion of Counsel for the benefit of the Trustee
      and the Trust Administrator to the effect that the taking of any action in
      respect of any REO Property by such Person, subject to any conditions therein
      specified, that is otherwise herein contemplated to be taken by an Independent
      Contractor will not cause such REO Property to cease to qualify as “foreclosure
      property” within the meaning of Section 860G(a)(8) of the Code (determined
      without regard to the exception applicable for purposes of Section 860D(a)
      of
      the Code), or cause any income realized in respect of such REO Property to
      fail
      to qualify as Rents from Real Property.

     

    “Index”:  With
      respect to 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-1 Certificates, the Class
      CE-2
      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 LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular Interest
      LTA2C, REMIC II Regular Interest LTA2D, 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-1 Certificates and the Class CE-2 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-1 Certificates and the
      Class
      CE-2 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-1 Certificates and the Class CE-2 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-1 Certificates, shall be reduced by an amount equal
      to the portion allocable to such Certificate pursuant to Section 1.02 hereof
      of
      the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such
      Distribution Date to the extent not covered by payments pursuant to Section
      3.24
      and (b) the aggregate amount of any Relief Act Interest Shortfall, if any,
      for
      such Distribution Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Marker
      Rate”: With respect to the Class CE-1 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
      LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC
      II Regular Interest LTA2D, 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 related Net WAC Pass-Through Rate for
      the
      related Corresponding Certificate for the purpose of this calculation for such
      Distribution Date and with the rate on REMIC 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
      Servicer”:  As of the Closing Date, Wells Fargo Bank, N.A. and
      thereafter, its respective successors in interest who meet the qualifications
      of
      the Master Servicer under this Agreement or any successor appointed
      hereunder.  The Master Servicer and the Trust Administrator shall at
      all times be the same Person.

     

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

     

    “Master
      Servicing Compensation”:  The meaning specified in
      Section 3A.09.

     

    “Master
      Servicing Transfer Costs”:  Shall mean all reasonable out-of-pocket
      costs and expenses incurred by the Trustee in connection with the transfer
      of
      master servicing from a predecessor master servicer, including, without
      limitation, any reasonable costs or expenses associated with the complete
      transfer of all servicing data and master servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      Trustee to correct any errors or insufficiencies in the servicing data or
      otherwise to enable the Trustee to master service the Mortgage Loans properly
      and effectively.

     

    “Maximum
      Cap Rate”:  For any Distribution Date with respect to the Group I
      Certificates, a per annum rate equal to the product of (1) the excess, if any,
      of (a) the weighted average of the Expense Adjusted Maximum Mortgage Rates
      of
      the Group I Mortgage Loans, weighted on the basis of the outstanding Stated
      Principal Balances of the Group I Mortgage Loans as of the first day of the
      related Due Period (adjusted to reflect unscheduled principal payments made
      thereafter during the Prepayment Period that includes such first day) 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
      any
      Distribution Date with respect to the Group II Certificates, 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
      Group
      II Mortgage Loans, weighted on the basis of the outstanding Stated Principal
      Balances of the Group II Mortgage Loans as of the first day of the related
      Due
      Period (adjusted to reflect unscheduled principal payments made thereafter
      during the Prepayment Period that includes such first day) 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
      any
      Distribution Date with respect to the Mezzanine Certificates, a per annum rate
      equal to the weighted average (weighted on the basis of the results of
      subtracting from the aggregate Stated Principal Balance of the applicable Loan
      Group as of the first day of the related Due Period (adjusted to reflect
      unscheduled principal payments made thereafter during the Prepayment Period
      that
      includes such first day), the current aggregate Certificate Principal Balance
      of
      the related Class A Certificates) of the Maximum Cap Rate for the Group I
      Certificates and the Maximum Cap Rate for the Group II
      Certificates.

     

    “Maximum
      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 LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular
      Interest LTA2C, REMIC II Regular Interest LTA2D, 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 related Net WAC Pass-Through Rate for the related Corresponding Certificate;
      provided, however, each cap shall be multiplied by a fraction, the numerator
      of
      which is the actual number of days elapsed in the related Interest Accrual
      Period and the denominator of which is 30.

     

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

     

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

     

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

     

    “Mezzanine
      Certificates”: Collectively, the Class M-1 Certificates, the Class M-2
      Certificates, the Class M-3 Certificates, the Class M-4 Certificates, 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
      Auction Amount”:  With respect to any auction of the Mortgage Loans
      and any REO Properties pursuant to Section 9.03, the sum of (i) the Termination
      Price if the Optional Termination were exercised in the following calendar
      month
      pursuant to Section 9.01 and (ii) all reasonable fees and expenses incurred
      by
      the Trust Administrator in connection with any auction conducted pursuant to
      Section 9.03.

     

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

     

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

     

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

     

    “Monthly
      Statement”:  The statement prepared by the Trust Administrator
      pursuant to Section 4.02.

     

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

     

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

     

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

     

    “Mortgage
      Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
      Section 2.01 or Section 2.03(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 Purchase Agreement”:  The agreement between the Sponsor and the
      Depositor 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.

     

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

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

    (iii)  the
      state
      and zip code of the Mortgaged Property

     

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

     

    (v)  the
      original months to maturity;

     

    (vi)  the
      stated remaining months to maturity from the Cut-off Date based on the original
      amortization schedule of the mortgage;

     

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

     

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

     

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

     

    (x)  the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xviii)  the
      Value
      of the Mortgaged Property;

     

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

     

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

     

    (xxi)  the
      credit score (“FICO”) of such Mortgage Loan;

     

    (xxii)  the
      total
      amount of points and fees charged such Mortgage Loan;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Mortgagor”:  The
      obligor on a Mortgage Note.

     

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

     

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

     

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

     

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

     

    For
      any
      Distribution Date with respect to the Mezzanine Certificates, a per annum rate
      equal to the weighted average (weighted on the basis of the results of
      subtracting from the aggregate Stated Principal Balance of the applicable Loan
      Group as of the first day of the related Due Period (adjusted to reflect
      unscheduled principal payments made thereafter during the Prepayment Period
      that
      includes such first day), the current aggregate Certificate Principal Balance
      of
      the related Class A Certificates) of (i) the Net WAC Pass-Through Rate for
      the
      Group I Certificates and (ii) the Net WAC Pass-Through Rate for the Group II
      Certificates.  For federal income tax purposes, the economic
      equivalent of such rate shall be expressed as a per annum rate equal to the
      product of (x) the weighted average of the REMIC II Remittance Rates on (a)
      REMIC II Regular Interest LT1SUB, subject to a cap and a floor equal to the
      REMIC II Remittance Rate on REMIC II Regular Interest LT1GRP and (b) REMIC
      II
      Regular Interest LT2SUB, subject to a cap and a floor equal to the REMIC II
      Remittance Rate on REMIC II Regular Interest I-LT2GRP, weighted on the basis
      of
      the Uncertificated Balance of each such REMIC II Regular Interest and (y) a
      fraction, the numerator of which is 30 and the denominator of which is the
      actual number of days elapsed in the related Interest Accrual
      Period.

     

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

     

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

     

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

     

    “Nonrecoverable
      Advance”: Any P&I Advance or Servicing Advance previously made or proposed
      to be made in respect of a Mortgage Loan or REO Property that, in the good
      faith
      business judgment of the Servicer or the Master Servicer, as applicable, 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-1 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.  With respect to the Class CE-2 Certificates and any
      Distribution Date, the Notional Amount of the Class CE-2 Interest for such
      Distribution Date.  With respect to the Class CE-2 Interest and any
      Distribution Date, the Notional Amount of the REMIC II Regular Interest
      LTCE-2.  With respect to REMIC II Regular Interest LTCE-2 and any
      Distribution Date, the Notional Amount of the REMIC I Regular Interest
      I-CE-2.  With respect to REMIC I Regular Interest I-CE-2 and any
      Distribution Date, the aggregate Stated Principal Balance of the Mortgage Loans
      for such Distribution Date.

     

    “Officer’s
      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 Master 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 Regular Interest LTA1, REMIC
      II Regular Interest LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular
      Interest LTA2C, REMIC II Regular Interest LTA2D, 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, the Backup Servicer, the
      Master Servicer or the Trust Administrator acceptable to the Trustee, if such
      opinion is delivered to the Trustee, or reasonably acceptable to the Trust
      Administrator, if such opinion is delivered to the Trust Administrator, except
      that any opinion of counsel relating to (a) the qualification of any Trust
      REMIC
      as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of
      Independent counsel.

     

    “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”:    Each
      of Argent Mortgage Company, L.L.C. and Ameriquest Mortgage Company.

     

    “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 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 5.30% 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)
      10.60% 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 related Net WAC Pass-Through Rate for such Distribution Date.

     

    With
      respect to the Class CE-1 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 LTA2A, REMIC II Regular
      Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II Regular Interest
      LTA2D, 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-1 Certificates, 100% of the interest distributable
      to
      the Class CE-1 Interest, expressed as a per annum rate. With respect to the
      Class CE-2 Certificates and any Distribution Date, an amount equal to 100%
      of
      the amounts distributed on the Class CE-2 Interest.

     

    The
      Class
      IO Interest shall not have a Pass-Through Rate, but interest for such Regular
      Interest and any 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.

     

    “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-1
      Certificates and the Class CE-2 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 or managed by the Depositor, the Servicer, the Master 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 and “Aaa” by Moody’s; 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 or by
      the
      Backup Servicer (in its capacity as successor servicer) or any other successor
      servicer pursuant to Section 4.03.

     

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

     

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

     

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

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

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

     

    (iv)  the
      term
      of the related Prepayment Charge;

     

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

     

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

     

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

     

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

     

    “Prepayment
      Period”:  With respect to any Distribution Date, the period commencing
      on the 16th day
      of the month preceding the month in which such Distribution Date occurs (or
      in
      the case of the first Distribution Date, commencing on June 1, 2007) and ending
      on the 15th day
      of the calendar month in which such Distribution Date occurs.

     

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

     

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

     

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

     

    “Private
      Certificates”:  Any of the Class A-1, Class CE-1, Class CE-2, Class P
      or Residual Certificates.

     

    “Prospectus
      Supplement”: The Prospectus Supplement, dated June [___], 2007, relating to the
      public offering of the Floating Rate Certificates (other than the Class A-1
      Certificates).

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased
      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.

     

    “Qualified
      Bidder”:  With respect to any auction pursuant to Section 9.03, any
      institution that is a regular purchaser and/or seller in the secondary market
      of
      residential mortgage loans as determined by the Trust Administrator (or any
      advisor on its behalf), in its sole discretion, or any holder of an interest
      in
      the Class CE-1 Certificates.

     

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

     

    “Qualified
      Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
      Loan pursuant to the terms of this Agreement which must, on the date of such
      substitution, (i) have an outstanding principal balance, after application
      of
      all scheduled payments of principal and interest due during or prior to the
      month of substitution, not in excess of the Scheduled Principal Balance of
      the
      Deleted Mortgage Loan as of the Due Date in the calendar month during which
      the
      substitution occurs, (ii) have a Mortgage Rate not less than (and not more
      than
      one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
      Loan, (iii) [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 Mortgage Loan
      Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that
      one or more mortgage loans are substituted for one or more Deleted Mortgage
      Loans, the amounts described in clause (i) hereof shall be determined on the
      basis of aggregate principal balances, the Mortgage Rates described in clause
      (ii) hereof shall be determined on the basis of weighted average Mortgage Rates,
      the terms described in clause (iv) shall be determined on the basis of weighted
      average remaining terms to maturity, the Loan-to-Value Ratios described in
      clause (vi) 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 (vii) hereof must be satisfied as to each
      Qualified Substitute Mortgage Loan or in the aggregate, as the case may
      be.

     

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

     

    “Rating
      Agencies”: S&P 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, the Master Servicer 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-1 Certificate, Class CE-2
      Certificate or Class P Certificate.

     

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

     

    “Regulation
      AB”:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
      C.F.R. §§229.1100 - 229.1123, as such may be amended from time to time, and
      subject to such clarification and interpretation as have been provided by the
      Commission in the adopting release (Asset-Backed Securities, Securities Act
      Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005)) or by the staff
      of the Commission, or as may be provided by the Commission or its staff from
      time to time.

     

    “Relevant
      Servicing Criteria”:  The Servicing Criteria applicable to the various
      parties, as set forth on Exhibit C attached hereto.  For clarification
      purposes, multiple parties can have responsibility for the same Relevant
      Servicing Criteria.  To the extent that the Backup Servicer becomes
      the successor servicer, Relevant Servicing Criteria shall have the meaning
      set
      forth under “servicing criteria” in the Addendum Regulation AB.

     

     “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 Mortgage Loan Purchase Agreement (including any
      security interest created thereby); and (v) the Collection Account (other than
      any amounts representing the Servicer Prepayment Charge Payment Amount), the
      Distribution Account (other than any amounts representing the Servicer
      Prepayment Charge Payment Amount) and any REO Account, and such assets that
      are
      deposited therein from time to time and any investments thereof, together with
      any and all income, proceeds and payments with respect thereto. Notwithstanding
      the foregoing, however, REMIC I specifically excludes all payments and other
      collections of principal and interest due on the Mortgage Loans on or before
      the
      Cut-off Date, all Prepayment Charges payable in connection with Principal
      Prepayments on the Mortgage Loans made before the Cut-off Date, the Net WAC
      Rate
      Carryover Reserve Account, the Interest Rate Cap Agreement, the Cap
      Administration Agreement, the Cap Account, the Interest Rate Swap Agreement,
      the
      Swap Account, the Supplemental Interest Trust and Servicer Prepayment Charge
      Payment Amounts.

     

    “REMIC
      I
      Group I Regular Interests”: REMIC I Regular Interest I and REMIC I Regular
      Interest I-1-A through REMIC I Regular Interest I-46-B as designated in the
      Preliminary Statement hereto.

     

    “REMIC
      I
      Group II Regular Interests”:  REMIC I Regular Interest II and REMIC I
      Regular Interest II-1-A through REMIC II Regular Interest II-46-B as designated
      in the Preliminary Statement hereto.

     

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

     

    “REMIC
      I
      Remittance Rate”: With respect to REMIC I Regular Interest I, a per annum rate
      equal to the weighted average of the Expense Adjusted Mortgage Rate of the
      Group
      I Mortgage Loans. With respect to each REMIC I Group 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 Group I Mortgage Loans multiplied by
      2,
      subject to a maximum rate of 10.654%. With respect to each REMIC I Group 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 Group I Mortgage Loans over (ii)
      10.654% and (y) 0.00%.

     

    With
      respect to REMIC I Regular Interest II, a per annum rate equal to the weighted
      average of the Expense Adjusted Mortgage Rate of the Group II Mortgage Loans.
      With respect to each REMIC I Group II Regular Interest ending with the
      designation “A”, a per annum rate equal to the weighted average of the Expense
      Adjusted Mortgage Rate of the Group II Mortgage Loans multiplied by 2, subject
      to a maximum rate of 10.654%. With respect to each REMIC I Group II 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 Group II Mortgage Loans over (ii) 10.654%
      and (y) 0.00%.

     

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

     

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

     

    “REMIC
      II
      Marker Allocation Percentage”: 50% of any amount payable or loss attributable
      from the Mortgage Loans, which shall be allocated to REMIC II Regular Interest
      LTAA, REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A, REMIC
      II
      Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II Regular
      Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
      REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
      Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
      REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
      Interest LTM10, REMIC II Regular Interest LTM11, REMIC II Regular Interest
      LTZZ
      and REMIC II Regular Interest LTP.

     

    “REMIC
      II
      Overcollateralized Amount”: With respect to any date of determination, (i) 0.50%
      of the aggregate Uncertificated Balance of the REMIC II Regular Interests (other
      than REMIC II Regular Interest LTP) minus (ii) the aggregate Uncertificated
      Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A,
      REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II
      Regular Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular
      Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4,
      REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular
      Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9,
      REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTM11, in each
      case as of such date of determination.

     

    “REMIC
      II
      Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to the product of (i) 50% of the aggregate Stated Principal Balance
      of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus
      a
      fraction, the numerator of which is two times the aggregate Uncertificated
      Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A,
      REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II
      Regular Interest LTA2D, 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  the denominator of which  is the aggregate
      Uncertificated Balance of REMIC II Regular Interest LTA1, REMIC II Regular
      Interest LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular Interest
      LTA2C, REMIC II Regular Interest LTA2D, 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 II.  Each REMIC II Regular Interest shall accrue interest at the
      related REMIC II Remittance Rate in effect from time to time or shall otherwise
      be entitled to interest as set forth herein, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto. The REMIC II Regular Interests are set forth
      in
      the Preliminary Statement hereto.

     

    “REMIC
      II
      Remittance Rate”:   With respect to REMIC II Regular Interest
      LTAA, REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A, REMIC
      II
      Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II Regular
      Interest LTA2D, 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, REMIC II Regular Interest LT1SUB, REMIC II
      Regular Interest LT2SUB and REMIC II Regular Interest LTXX, a per annum rate
      (but not less than zero) equal to the weighted average of: (w) with respect
      to
      REMIC I Regular Interest I and REMIC I Regular Interest II, the REMIC I
      Remittance Rate for each such REMIC I Regular Interest for each such
      Distribution Date, (x) 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
      (y) with respect to REMIC I Regular Interests ending with the designation “A”,
      for each Distribution Date listed below, the weighted average of the rates
      listed below for each such REMIC I Regular Interest listed below, weighted
      on
      the basis of the Uncertificated Balances of each such REMIC I Regular Interest
      for each such Distribution Date:

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  I Regular Interest

              

            	
              
                Rate

              

            
	
              1st
                through
                12th

            	
              I-1-A
                through I-46-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-46-A

            	
              REMIC
                I Remittance Rate

            
	
              13

            	
              I-1-A
                through I-46-A

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

            
	 	
              II-1-A
                through II-46-A

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

            
	
              14

            	
              I-2-A
                through I-46-A

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

            
	 	
              II-2-A
                through II-46-A

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

            
	 	
              I-1-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A

            	
              REMIC
                I Remittance Rate

            
	
              15

            	
              I-3-A
                through I-46-A

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

            
	 	
              II-3-A
                through II-46-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

            
	 	
              II-1-A
                and II-2-A

            	
              REMIC
                I Remittance Rate

            
	
              16

            	
              I-4-A
                through I-46-A

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

            
	 	
              II-4-A
                through II-46-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

            
	 	
              II-1-A
                through II-3-A

            	
              REMIC
                I Remittance Rate

            
	
              17

            	
              I-5-A
                through I-46-A

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

            
	 	
              II-5-A
                through II-46-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

            
	 	
              II-1-A
                through II-4-A

            	
              REMIC
                I Remittance Rate

            
	
              18

            	
              I-6-A
                through I-46-A

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

            
	 	
              II-6-A
                through II-46-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

            
	 	
              II-1-A
                through II-5-A

            	
              REMIC
                I Remittance Rate

            
	
              19

            	
              I-7-A
                through I-46-A

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

            
	 	
              II-7-A
                through II-46-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

            
	 	
              II-1-A
                through II-6-A

            	
              REMIC
                I Remittance Rate

            
	
              20

            	
              I-8-A
                through I-46-A

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

            
	 	
              II-8-A
                through II-46-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

            
	 	
              II-1-A
                through II-7-A

            	
              REMIC
                I Remittance Rate

            
	
              21

            	
              I-9-A
                through I-46-A

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

            
	 	
              II-9-A
                through II-46-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

            
	 	
              II-1-A
                through II-8-A

            	
              REMIC
                I Remittance Rate

            
	
              22

            	
              I-10-A
                through I-46-A

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

            
	 	
              II-10-A
                through II-46-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

            
	 	
              II-1-A
                through II-9-A

            	
              REMIC
                I Remittance Rate

            
	
              23

            	
              I-11-A
                through I-46-A

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

            
	 	
              II-11-A
                through II-46-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

            
	 	
              II-1-A
                through II-10-A

            	
              REMIC
                I Remittance Rate

            
	
              24

            	
              I-12-A
                through I-46-A

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

            
	 	
              II-12-A
                through II-46-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

            
	 	
              II-1-A
                through II-11-A

            	
              REMIC
                I Remittance Rate

            
	
              25

            	
              I-13-A
                through I-46-A

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

            
	 	
              II-13-A
                through II-46-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

            
	 	
              II-1-A
                through II-12-A

            	
              REMIC
                I Remittance Rate

            
	
              26

            	
              I-14-A
                through I-46-A

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

            
	 	
              II-14-A
                through II-46-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

            
	 	
              II-1-A
                through II-13-A

            	
              REMIC
                I Remittance Rate

            
	
              27

            	
              I-15-A
                through I-46-A

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

            
	 	
              II-15-A
                through II-46-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

            
	 	
              II-1-A
                through II-14-A

            	
              REMIC
                I Remittance Rate

            
	
              28

            	
              I-16-A
                through I-46-A

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

            
	 	
              II-16-A
                through II-46-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

            
	 	
              II-1-A
                through II-15-A

            	
              REMIC
                I Remittance Rate

            
	
              29

            	
              I-17-A
                through I-46-A

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

            
	 	
              II-17-A
                through II-46-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

            
	 	
              II-1-A
                through II-16-A

            	
              REMIC
                I Remittance Rate

            
	
              30

            	
              I-18-A
                through I-46-A

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

            
	 	
              II-18-A
                through II-46-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

            
	 	
              II-1-A
                through II-17-A

            	
              REMIC
                I Remittance Rate

            
	
              31

            	
              I-19-A
                through I-46-A

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

            
	 	
              II-19-A
                through II-46-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

            
	 	
              II-1-A
                through II-18-A

            	
              REMIC
                I Remittance Rate

            
	
              32

            	
              I-20-A
                through I-46-A

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

            
	 	
              II-20-A
                through II-46-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

            
	 	
              II-1-A
                through II-19-A

            	
              REMIC
                I Remittance Rate

            
	
              33rd
                through
                36th

            	
              I-21-A
                through I-46-A

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

            
	 	
              II-21-A
                through II-46-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

            
	 	
              II-1-A
                through II-20-A

            	
              REMIC
                I Remittance Rate

            
	
              37

            	
              I-22-A
                through I-46-A

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

            
	 	
              II-22-A
                through II-46-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

            
	 	
              II-1-A
                through II-21-A

            	
              REMIC
                I Remittance Rate

            
	
              38

            	
              I-23-A
                through I-46-A

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

            
	 	
              II-23-A
                through II-46-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

            
	 	
              II-1-A
                through II-22-A

            	
              REMIC
                I Remittance Rate

            
	
              39

            	
              I-24-A
                through I-46-A

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

            
	 	
              II-24-A
                through II-46-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

            
	 	
              II-1-A
                through II-23-A

            	
              REMIC
                I Remittance Rate

            
	
              40

            	
              I-25-A
                through I-46-A

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

            
	 	
              II-25-A
                through II-46-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

            
	 	
              II-1-A
                through II-24-A

            	
              REMIC
                I Remittance Rate

            
	
              41

            	
              I-26-A
                through I-46-A

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

            
	 	
              II-26-A
                through II-46-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

            
	 	
              II-1-A
                through II-25-A

            	
              REMIC
                I Remittance Rate

            
	
              42

            	
              I-27-A
                through I-46-A

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

            
	 	
              II-27-A
                through II-46-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

            
	 	
              II-1-A
                through II-26-A

            	
              REMIC
                I Remittance Rate

            
	
              43

            	
              I-28-A
                through I-46-A

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

            
	 	
              II-28-A
                through II-46-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

            
	 	
              II-1-A
                through II-27-A

            	
              REMIC
                I Remittance Rate

            
	
              44

            	
              I-29-A
                through I-46-A

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

            
	 	
              II-29-A
                through II-46-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

            
	 	
              II-1-A
                through II-28-A

            	
              REMIC
                I Remittance Rate

            
	
              45

            	
              I-30-A
                through I-46-A

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

            
	 	
              II-30-A
                through II-46-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

            
	 	
              II-1-A
                through II-29-A

            	
              REMIC
                I Remittance Rate

            
	
              46

            	
              I-31-A
                through I-46-A

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

            
	 	
              II-31-A
                through II-46-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

            
	 	
              II-1-A
                through II-30-A

            	
              REMIC
                I Remittance Rate

            
	
              47

            	
              I-32-A
                through I-46-A

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

            
	 	
              II-32-A
                through II-46-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

            
	 	
              II-1-A
                through II-31-A

            	
              REMIC
                I Remittance Rate

            
	
              48

            	
              I-33-A
                through I-46-A

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

            
	 	
              II-33-A
                through II-46-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

            
	 	
              II-1-A
                through II-32-A

            	
              REMIC
                I Remittance Rate

            
	
              49

            	
              I-34-A
                through I-46-A

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

            
	 	
              II-34-A
                through II-46-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

            
	 	
              II-1-A
                through II-33-A

            	
              REMIC
                I Remittance Rate

            
	
              50

            	
              I-35-A
                through I-46-A

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

            
	 	
              II-35-A
                through II-46-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

            
	 	
              II-1-A
                through II-34-A

            	
              REMIC
                I Remittance Rate

            
	
              51

            	
              I-36-A
                through I-46-A

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

            
	 	
              II-36-A
                through II-46-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

            
	 	
              II-1-A
                through II-35-A

            	
              REMIC
                I Remittance Rate

            
	
              52

            	
              I-37-A
                through I-46-A

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

            
	 	
              II-37-A
                through II-46-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

            
	 	
              II-1-A
                through II-36-A

            	
              REMIC
                I Remittance Rate

            
	
              51

            	
              I-38-A
                through I-46-A

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

            
	 	
              II-38-A
                through II-46-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

            
	 	
              II-1-A
                through II-37-A

            	
              REMIC
                I Remittance Rate

            
	
              51

            	
              I-39-A
                through I-46-A

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

            
	 	
              II-39-A
                through  II-46-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

            
	 	
              II-1-A
                through II-38-A

            	
              REMIC
                I Remittance Rate

            
	
              55

            	
              I-40-A
                through I-46-A

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

            
	 	
              II-40-A
                through II-46-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

            
	 	
              II-1-A
                through II-39-A

            	
              REMIC
                I Remittance Rate

            
	
              56

            	
              I-41-A
                through I-46-A

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

            
	 	
              II-41-A
                through II-46-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

            
	 	
              II-1-A
                through II-40-A

            	
              REMIC
                I Remittance Rate

            
	
              57

            	
              I-42-A
                through I-46-A

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

            
	 	
              II-42-A
                through II-41-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

            
	 	
              II-1-A
                through II-21-A

            	
              REMIC
                I Remittance Rate

            
	
              58

            	
              I-43-A
                through I-46-A

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

            
	 	
              II-43-A
                through II-46-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

            
	 	
              II-1-A
                through II-42-A

            	
              REMIC
                I Remittance Rate

            
	
              59

            	
              I-44-A
                through I-46-A

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

            
	 	
              II-44-A
                through II-46-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

            
	 	
              II-1-A
                through II-43-A

            	
              REMIC
                I Remittance Rate

            
	
              60

            	
              I-45-A
                and I-46-A

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

            
	 	
              II-45-A
                and II-46-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

            
	 	
              II-1-A
                through II-44-A

            	
              REMIC
                I Remittance Rate

            
	
              61

            	
              I-46-A

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

            
	 	
              II-46-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

            
	 	
              II-1-A
                through II-45-A

            	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	
              I-1-A
                through I-46-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-46-A

            	
              REMIC
                I Remittance Rate

            


    

    


    With
      respect to REMIC II Regular Interest LT1GRP, a per annum rate (but not less
      than
      zero) equal to the weighted average of: (w) with respect to REMIC I Regular
      Interest I, the REMIC I Remittance Rate for such REMIC I Regular Interest for
      each such Distribution Date, (x) with respect to REMIC I Group I Regular
      Interests 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 each such REMIC I Regular Interest for each
      such
      Distribution Date and (y) with respect to REMIC I Group I Regular Interests
      ending with the designation “A”, for each Distribution Date listed below, the
      weighted average of the rates listed below for such REMIC I Regular Interests
      listed below, weighted on the basis of the Uncertificated Balances of each
      such
      REMIC I Regular Interest for each such Distribution Date:

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  I Regular Interest

              

            	
              
                Rate

              

            
	
              1st
                through
                12th

            	
              I-1-A
                through I-46-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              13

            	
              I-1-A
                through I-46-A

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

            
	 	 	 
	
              14

            	
              I-2-A
                through I-46-A

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

            
	 	
              I-1-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              15

            	
              I-3-A
                through I-46-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

            
	 	 	 
	
              16

            	
              I-4-A
                through I-46-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

            
	 	 	 
	
              17

            	
              I-5-A
                through I-46-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

            
	 	 	 
	
              18

            	
              I-6-A
                through I-46-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

            
	 	 	 
	
              19

            	
              I-7-A
                through I-46-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

            
	 	 	 
	
              20

            	
              I-8-A
                through I-46-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

            
	 	 	 
	
              21

            	
              I-9-A
                through I-46-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

            
	 	 	 
	
              22

            	
              I-10-A
                through I-46-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

            
	 	 	 
	
              23

            	
              I-11-A
                through I-46-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

            
	 	 	 
	
              24

            	
              I-12-A
                through I-46-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

            
	 	 	 
	
              25

            	
              I-13-A
                through I-46-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

            
	 	 	 
	
              26

            	
              I-14-A
                through I-46-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

            
	 	 	 
	
              27

            	
              I-15-A
                through I-46-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

            
	 	 	 
	
              28

            	
              I-16-A
                through I-46-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

            
	 	 	 
	
              29

            	
              I-17-A
                through I-46-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

            
	 	 	 
	
              30

            	
              I-18-A
                through I-46-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

            
	 	 	 
	
              31

            	
              I-19-A
                through I-46-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

            
	 	 	 
	
              32

            	
              I-20-A
                through I-46-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

            
	 	 	 
	
              33rdthrough
                36th

            	
              I-21-A
                through I-46-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

            
	 	 	 
	
              37

            	
              I-22-A
                through I-46-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

            
	 	 	 
	
              38

            	
              I-23-A
                through I-46-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

            
	 	 	 
	
              39

            	
              I-24-A
                through I-46-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

            
	 	 	 
	
              40

            	
              I-25-A
                through I-46-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

            
	 	 	 
	
              41

            	
              I-26-A
                through I-46-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

            
	 	 	 
	
              42

            	
              I-27-A
                through I-46-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

            
	 	 	 
	
              43

            	
              I-28-A
                through I-46-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

            
	 	 	 
	
              44

            	
              I-29-A
                through I-46-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

            
	 	 	 
	
              45

            	
              I-30-A
                through I-46-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

            
	 	 	 
	
              46

            	
              I-31-A
                through I-46-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

            
	 	 	 
	
              47

            	
              I-32-A
                through I-46-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

            
	 	 	 
	
              48

            	
              I-33-A
                through I-46-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

            
	 	 	 
	
              59

            	
              I-34-A
                through I-46-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

            
	 	 	 
	
              50

            	
              I-35-A
                through I-46-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

            
	 	 	 
	
              51

            	
              I-36-A
                through I-46-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

            
	 	 	 
	
              52

            	
              I-37-A
                through I-46-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

            
	 	 	 
	
              51

            	
              I-38-A
                through I-46-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

            
	 	 	 
	
              51

            	
              I-39-A
                through I-46-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

            
	 	 	 
	
              55

            	
              I-40-A
                through I-46-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

            
	 	 	 
	
              56

            	
              I-41-A
                through I-46-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

            
	 	 	 
	
              57

            	
              I-42-A
                through I-46-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

            
	 	 	 
	
              58

            	
              I-43-A
                through I-46-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

            
	 	 	 
	
              59

            	
              I-44-A
                through I-46-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

            
	 	 	 
	
              60

            	
              I-45-A
                and I-46-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

            
	 	 	 
	
              61

            	
              I-46-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

            
	 	 	 
	
              thereafter

            	
              I-1-A
                through I-46-A

            	
              REMIC
                I Remittance Rate

            


    

    


    With
      respect to REMIC II Regular Interest LT2GRP, a per annum rate (but not less
      than
      zero) equal to the weighted average of: (w) with respect to REMIC I Regular
      Interest II, the REMIC I Remittance Rate for such REMIC I Regular Interest
      for
      each such Distribution Date, (x) with respect to REMIC I Group II Regular
      Interests 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 each such REMIC I Regular Interest for each
      such
      Distribution Date and (y) with respect to REMIC I Group II Regular Interests
      ending with the designation “A”, for each Distribution Date listed below, the
      weighted average of the rates listed below for such REMIC I Regular Interests
      listed below, weighted on the basis of the Uncertificated Balances of each
      such
      REMIC I Regular Interest for each such Distribution Date:

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  I Regular Interest

              

            	
              
                Rate

              

            
	
              1st
                through
                12th

            	
              II-1-A
                through II-46-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              13

            	
              II-1-A
                through II-46-A

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

            
	 	 	 
	
              14

            	
              II-2-A
                through II-46-A

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

            
	 	
              II-1-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              15

            	
              II-3-A
                through II-46-A

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

            
	 	
              II-1-A
                and II-2-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              16

            	
              II-4-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-3-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              17

            	
              II-5-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-4-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              18

            	
              II-6-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-5-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              19

            	
              II-7-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-6-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              20

            	
              II-8-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-7-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              21

            	
              II-9-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-8-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              22

            	
              II-10-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-9-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              23

            	
              II-11-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-10-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              24

            	
              II-12-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-11-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              25

            	
              II-13-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-12-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              26

            	
              II-14-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-13-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              27

            	
              II-15-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-14-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              28

            	
              II-16-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-15-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              29

            	
              II-17-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-16-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              30

            	
              II-18-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-17-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              31

            	
              II-19-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-18-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              32

            	
              II-20-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-19-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              33rdthrough
                36th

            	
              II-21-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-20-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              37

            	
              II-22-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-21-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              38

            	
              II-23-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-22-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              39

            	
              II-24-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-23-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              40

            	
              II-25-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-24-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              41

            	
              II-26-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-25-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              42

            	
              II-27-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-26-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              43

            	
              II-28-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-27-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              44

            	
              II-29-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-28-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              45

            	
              II-30-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-29-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              46

            	
              II-31-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-30-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              47

            	
              II-32-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-31-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              48

            	
              II-33-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-32-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              49

            	
              II-34-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-33-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              50

            	
              II-35-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-34-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              51

            	
              II-36-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-35-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              52

            	
              II-37-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-36-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              53

            	
              II-38-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-37-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              54

            	
              II-39-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-38-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              55

            	
              II-40-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-39-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              56

            	
              II-41-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-40-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              57

            	
              II-42-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-41-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              58

            	
              II-43-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-42-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              59

            	
              II-44-A
                through II-46-A

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

            
	 	
              II-1-A
                through II-43-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              60

            	
              II-45-A
                and II-46-A

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

            
	 	
              II-1-A
                through II-44-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              61

            	
              II-46-A

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

            
	 	
              II-1-A
                through II-45-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              thereafter

            	
              II-1-A
                through II-46-A

            	
              REMIC
                I Remittance Rate

            


    

    


    With
      respect to REMIC II Regular Interest IO, and (i) the 1st Distribution Date
      through the 12th Distribution Date, the excess of (x) the weighted average
      of
      the REMIC I Remittance Rates for REMIC I Regular Interests including the
      designation “A”, over (y) the weighted average of the REMIC I Remittance Rates
      for REMIC I Regular Interests including the designation “A”, (ii) the 13th
      Distribution Date through the 61st Distribution
      Date,
      the excess of (x) the weighted average of the REMIC I Remittance Rates for
      REMIC
      I Regular Interests including the designation “A”, over (y) 2 multiplied by Swap
      LIBOR and (iii) thereafter, 0.00%.  With respect to REMIC II Regular
      Interest CE-2, an amount equal to 100% of the amount distributed on REMIC I
      Regular Interest I-CE-2.

     

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

     

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

     

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

     

    “REMIC
      III”: 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 Floating
      Rate
      Certificates, the Class CE-1 Interest, the Class CE-2 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-1 Interest
      conveyed in trust to the Trustee, for the benefit of the Class CE-1
      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 CE-2 Interest
      conveyed in trust to the Trustee, for the benefit of the Class CE-2
      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 P Interest
      conveyed in trust to the Trustee, for the benefit of the Class P Certificates,
      and the Class R-VI Interest and all amounts deposited therein, with respect
      to
      which a separate REMIC election is to be made.

     

    “REMIC
      VII”: The segregated pool of assets consisting of all of the Class IO Interest
      conveyed in trust to the Trustee, for the benefit of REMIC VII Regular Interest
      SWAP IO, and the Class R-VII 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-1 Interest, the Class CE-2 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 or tape prepared by the Servicer
      pursuant to Section 4.03 with such additions, deletions and modifications as
      agreed to by the Trust Administrator and the Servicer.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Reportable
      Event”:  The meaning set forth in Section 4.07(a)(iii).

     

    “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).

     

    “Sarbanes-Oxley
      Act”:  The Sarbanes-Oxley Act of 2002 and the rules and regulations of
      the Commission promulgated thereunder (including any interpretations thereof
      by
      the Commission’s staff).

     

    “Sarbanes-Oxley
      Certification”:  The meaning set forth in Section
      4.07(a)(iv).

     

    “Securities
      Act”:  The Securities Act of 1933, as amended, and the rules and
      regulations thereunder.

     

    “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 obtained by dividing (x) the aggregate Certificate Principal Balance
      of the Mezzanine Certificates and the Class CE-1 Certificates, calculated after
      taking into account distribution of the Group I Principal Distribution Amount
      and Group II Principal Distribution Amount to Holders of the Certificates then
      entitled to distributions thereof on the related Distribution Date by (y) the
      aggregate Stated Principal Balance of the Mortgage Loans as of the last day
      of
      the related Due Period (after giving effect to scheduled payments of principal
      due during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period).

     

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

     

    “Servicer”:  Ameriquest
      Mortgage Company, or any successor appointed as herein provided, in its capacity
      as the Servicer hereunder.

     

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

     

    “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 20th day of
      the
      calendar month in which such Distribution Date occurs or, if such 20th day is
      not a
      Business Day, the immediately succeeding Business Day.

     

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

     

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

     

    “Servicing
      Criteria” means the criteria set forth in paragraph (d) of Item 1122 of
      Regulation AB, as such may be amended from time to time.

     

    “Servicing
      Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
      the Servicer, which shall, for a period of one full month (or in the event
      of
      any payment of interest which accompanies a Principal Prepayment in full made
      by
      the Mortgagor during such calendar month, interest for the number of days
      covered by such payment of interest), be equal to one-twelfth of the product
      of
      (a) the Servicing Fee Rate (without regard to the words “per annum”) and (b) the
      outstanding principal balance of such Mortgage Loan less an amount to be
      retained by the Servicing Rights Owner as agreed to between the Servicing Rights
      Owner and the Servicer; provided, that if the Backup Servicer becomes the
      successor servicer, the Servicing Fee shall be as provided in the Backup
      Servicing Agreement.  Such fee shall be payable monthly, computed on
      the basis of the same principal amount and period respecting which any related
      interest payment on a Mortgage Loan is received.  The obligation for
      payment of the Servicing Fee is limited to, and the Servicing Fee is payable
      solely from, the interest portion (including recoveries with respect to interest
      from Liquidation Proceeds) of such Monthly Payment collected by the Servicer,
      or
      as otherwise provided under Section 3.11.

     

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

     

    “Servicing
      Function Participant”:  Any Sub-Servicer or Subcontractor,
      participating in the servicing function within the meaning of Item 1122 of
      Regulation AB, of the Servicer, the Master Servicer, the Custodian or the Trust
      Administrator, respectively.  For the avoidance of doubt, the
      Custodian shall be considered a Servicing Function Participant without regard
      to
      the threshold percentage set forth in instruction 2 of Item 1122 of Regulation
      AB, provided, however, the parties hereto agree that duties and obligations
      of
      Citibank, in its capacity as a Servicing Function Participant, shall be solely
      governed pursuant to the terms of the Custodial Agreement.

     

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

     

    “Servicing
      Rights”: With respect to any Mortgage Loan, any and all of the following: (a)
      the right to terminate the Servicer as servicer of such Mortgage Loan, with
      or
      without cause (for clarification purposes, the Master Servicer will also have
      the right to terminate the Servicer as Servicer of the Mortgage Loans for
      cause); (b) the right to transfer the Servicing Rights and/or all servicing
      obligations with respect to such Mortgage Loan; (c) the right to receive the
      Servicing Fee, less an amount to be retained by the Servicer as its servicing
      compensation as agreed to by the Servicing Rights Owner and the Servicer and
      (d)
      all powers and privileges incident to any of the foregoing.

     

    “Servicing
      Rights Owner”:  The Sponsor or any successor or assign of the
      Sponsor.

     

    “Servicing
      Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
      incurred by the Trustee, the Master Servicer or the Backup Servicer in
      connection with the transfer of servicing from a predecessor servicer,
      including, without limitation, any reasonable costs or expenses associated
      with
      the complete transfer of all servicing data and the completion, correction
      or
      manipulation of such servicing data as may be required by the Trustee, the
      Master Servicer or the Backup Servicer to correct any errors or insufficiencies
      in the servicing data or otherwise to enable the Trustee, the Master Servicer
      or
      the Backup Servicer to service the Mortgage Loans properly and
      effectively.

     

    “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 Group I Principal Distribution Amount
      and
      the Group II Principal Distribution Amount to the Certificates then entitled
      to
      distributions of principal on such Distribution Date) is equal to or greater
      than 55.60%.

     

    “Subcontractor”:
      Any vendor, subcontractor or other Person that is not responsible for the
      overall servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
      under
      the direction or authority of the Servicer (or a Sub-Servicer), the Master
      Servicer, the Custodian or the Trust Administrator.  To the extent the
      Backup Servicer becomes the successor servicer, “Subcontractor” shall have the
      meaning set forth in the Addendum Regulation AB.

     

    “Sub-Servicer”:
      Any Person that services Mortgage Loans on behalf of the Servicer, and is
      responsible for the performance (whether directly or through Sub-Servicers
      or
      Subcontractors) of servicing functions required to be performed under this
      Agreement, any related Servicing Agreement or any sub-servicing agreement that
      are identified in Item 1122(d) of Regulation AB.  To the extent the
      Backup Servicer becomes the successor servicer, “Sub-Servicer” shall have the
      meaning set forth in the Addendum Regulation AB; provided, however, that any
      Sub-Servicer must meet the qualifications of a Sub-Servicer pursuant to Section
      3.02.

     

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

     

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

     

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

     

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

     

    “Successful
      Auction”:  An auction held pursuant to Section 9.03 at which at least
      three Qualified Bidders submitted bids and at least one of those bids was an
      Acceptable Bid Amount.

     

    “Successor
      Servicer”:  Upon the removal of the Servicer, the entity appointed to
      be the successor servicer hereunder which shall be (a) the Backup Servicer
      for
      so long as the Backup Servicer is a party hereto, (b) the Master Servicer (or
      such other successor servicer appointed by the Master Servicer hereunder) for
      so
      long as the Backup Servicer is not a party hereto or is otherwise ineligible
      to
      act as successor servicer hereunder or (c) the Trustee (or such other successor
      servicer appointed by the Trustee hereunder) if the removed Servicer was the
      Master Servicer.

     

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

     

    “Supplemental
      Interest Trust Trustee”:  Wells Fargo Bank, N.A., 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 Swap Provider,
      which is annexed to and forms part of the 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 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 VII
      Regular Interest SWAP IO and the scheduled notional amount.

     

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

     

    “Swap
      Provider”:  The swap provider under the Swap
      Agreement.  Initially, the Swap Provider shall be Citibank,
      N.A.

     

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

     

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

     

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

     

    “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 28.70% 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

            	
              1.60%for
                the first month plus an additional 1/12th of 1.95% for each month
                thereafter

            
	
              July
                2010 through June 2011

            	
              3.55%for
                the first month plus an additional 1/12th of 2.10% for each month
                thereafter

            
	
              July
                2011 through June 2012

            	
              5.65%for
                the first month plus an additional 1/12th of 1.65%% for each month
                thereafter

            
	
              July
                2012 through June 2013

            	
              7.30%for
                the first month plus an additional 1/12th of 0.95% for each month
                thereafter

            
	
              July
                2013 and thereafter

            	
              8.25%

            


    

    


    “Trust”:  Citigroup
      Mortgage Loan Trust 2007-AMC4.

     

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

     

     “Trust
      Fund”: Collectively, all of the assets of each Trust REMIC, the Net WAC Rate
      Carryover Reserve Account, the Interest Rate Cap Agreement, distributions made
      to the Trust Administrator by the Cap Administrator under the Cap Administration
      Agreement and the Cap Account, the Interest Rate Swap Agreement, the Swap
      Account, the Supplemental Interest Trust, Servicer Prepayment Charge Payment
      Amounts and the other assets conveyed by the Depositor to the Trustee pursuant
      to Section 2.01.  Notwithstanding the foregoing, however, the Trust
      Fund specifically excludes all Servicing Rights with respect to the Mortgage
      Loans.

     

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

     

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

     

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

     

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

     

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

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  I Regular Interests

              

            
	
              1st
                through
                13th

            	
              I-1-A
                through I-46-A and II-1-A through II-46-A

            
	
              14

            	
              I-2-A
                through I-46-A and II-2-A through II-46-A

            
	
              15

            	
              I-3-A
                through I-46-A and II-3-A through II-46-A

            
	
              16

            	
              I-4-A
                through I-46-A and II-4-A through II-46-A

            
	
              17

            	
              I-5-A
                through I-46-A and II-5-A through II-46-A

            
	
              18

            	
              I-6-A
                through I-46-A and II-6-A through II-46-A

            
	
              19

            	
              I-7-A
                through I-46-A and  II-7-A through II-46-A

            
	
              20

            	
              I-8-A
                through I-46-A and  II-8-A through II-46-A

            
	
              21

            	
              I-9-A
                through I-46-A and  II-9-A through II-46-A

            
	
              22

            	
              I-10-A
                through I-46-A and  II-10-A through II-46-A

            
	
              23

            	
              I-11-A
                through I-46-A and  II-11-A through II-46-A

            
	
              24

            	
              I-12-A
                through I-46-A and  II-12-A through II-46-A

            
	
              25

            	
              I-13-A
                through I-46-A and  II-13-A through II-46-A

            
	
              26

            	
              I-14-A
                through I-46-A and  II-14-A through II-46-A

            
	
              27

            	
              I-15-A
                through I-46-A and  II-15-A through II-46-A

            
	
              28

            	
              I-16-A
                through I-46-A and  II-16-A through II-46-A

            
	
              29

            	
              I-17-A
                through I-46-A and  II-17-A through II-46-A

            
	
              30

            	
              I-18-A
                through I-46-A and  II-18-A through II-46-A

            
	
              31

            	
              I-19-A
                through I-46-A and II-19-A through II-46-A

            
	
              32

            	
              I-20-A
                through I-46-A and II-20-A through II-46-A

            
	
              33rd
                through
                36th

            	
              I-21-A
                through I-46-A and II-21-A through II-46-A

            
	
              37

            	
              I-22-A
                through I-46-A and II-22-A through II-46-A

            
	
              38

            	
              I-23-A
                through I-46-A and II-23-A through II-46-A

            
	
              39

            	
              I-24-A
                through I-46-A and II-24-A through II-46-A

            
	
              40

            	
              I-25-A
                through I-46-A and II-25-A through II-46-A

            
	
              41

            	
              I-26-A
                through I-46-A and II-26-A through II-46-A

            
	
              42

            	
              I-27-A
                through I-46-A and II-27-A through II-46-A

            
	
              43

            	
              I-28-A
                through I-46-A and II-28-A through II-46-A

            
	
              44

            	
              I-29-A
                through I-46-A and II-29-A through II-46-A

            
	
              45

            	
              I-30-A
                through I-46-A and II-30-A through II-46-A

            
	
              46

            	
              I-31-A
                through I-46-A and II-31-A through II-46-A

            
	
              47

            	
              I-32-A
                through I-46-A and II-32-A through II-46-A

            
	
              48

            	
              I-33-A
                through I-46-A and II-33-A through II-46-A

            
	
              49

            	
              I-34-A
                through I-46-A and II-34-A through II-46-A

            
	
              50

            	
              I-35-A
                through I-46-A and II-35-A through II-46-A

            
	
              51

            	
              I-36-A
                through I-46-A and II-36-A through II-46-A

            
	
              52

            	
              I-37-A
                through I-46-A and II-37-A through II-46-A

            
	
              51

            	
              I-38-A
                through I-46-A and II-38-A through II-46-A

            
	
              51

            	
              I-39-A
                through I-46-A and  II-39-A through II-46-A

            
	
              55

            	
              I-40-A
                through I-46-A and  II-40-A through II-46-A

            
	
              56

            	
              I-41-A
                through I-46-A and  II-41-A through II-46-A

            
	
              57

            	
              I-42-A
                through I-46-A and  II-42-A through II-46-A

            
	
              58

            	
              I-43-A
                through I-46-A and  II-43-A through II-46-A

            
	
              59

            	
              I-44-A
                through I-46-A and  II-44-A through II-46-A

            
	
              60

            	
              I-45-A
                and I-46-A and  II-45-A and II-46-A

            
	
              61

            	
              I-46-A
                and II-46-A

            
	
              thereafter

            	
              $0.00

            


    

    


    “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 related 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 related Originator of such Refinanced Mortgage
      Loan
      at the time of origination of such Refinanced Mortgage Loan by an
      appraiser.

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any Certificate. With respect to any date of determination, 98%
      of
      all Voting Rights will be allocated among the holders of the Class A
      Certificates, the Mezzanine Certificates, the Class CE-1 Certificates and the
      Class CE-2 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.

     

    “Winning
      Bidder”:  With respect to a Successful Auction, the Qualified Bidder
      that bids the highest price.

     

    
      	
              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-1 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-1 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-1 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
      Group 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 Group I Mortgage Loans shall be allocated first, to
      REMIC
      I Regular Interest I and to the REMIC I Group 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 Group 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
      I
      Group 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 Group II Mortgage Loans shall be allocated first, to
      REMIC I Regular Interest II and to the REMIC I Group II 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 Group II 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:

     

    (A)           The
      REMIC II Marker Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicer
      pursuant to Section 3.24) and the REMIC II Marker Allocation Percentage of
      any
      Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
      any
      Distribution Date shall be allocated among REMIC II Regular Interest LTAA,
      REMIC
      II Regular Interest LTA1, REMIC II Regular Interest LTA2A, REMIC II Regular
      Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II Regular Interest
      LTA2D, 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; and

     

    (B)           The
      REMIC II Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicer
      pursuant to Section 3.24) and the REMIC II Sub WAC Allocation Percentage of
      any
      Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
      any
      Distribution Date shall be allocated first, to Uncertificated Interest payable
      to REMIC II Regular Interest LT1SUB, REMIC II Regular Interest LT1GRP, REMIC
      II
      Regular Interest LT2SUB, REMIC II Regular Interest LT2GRP and REMIC II Regular
      Interest LTXX, 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 Mortgage Loan Purchase
      Agreement, payments made to the Trust Administrator by the Cap Administrator
      under the Cap Administration Agreement, the Cap Account, the Interest Rate
      Swap
      Agreement and Swap Account, and all other assets included or to be included
      in
      REMIC I. Such assignment includes all interest and principal received by the
      Depositor or the Servicer on or with respect to the Mortgage Loans (other than
      payments of principal and interest due on such Mortgage Loans on or before
      the
      Cut-off Date); provided that such assignment shall not include any Servicing
      Rights. The Depositor herewith delivers to the Trustee and the Trust
      Administrator an executed copy of the Mortgage Loan Purchase Agreement, and
      the
      Trustee and the Trust Administrator acknowledge receipt of the same on behalf
      of
      the Certificateholders.

     

    Notwithstanding
      anything provided herein to the contrary, each of the parties hereto agrees
      and
      acknowledges that, notwithstanding the transfer, conveyance and assignment
      of
      the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement,
      the Servicing Rights Owner remains the sole and exclusive owner of the Servicing
      Rights.

     

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

     

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

     

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

     

    In
      instances where an original recorded Mortgage cannot be delivered by the
      Depositor to the Trustee (or the Custodian on behalf of the Trustee) prior
      to or
      concurrently with the execution and delivery of this Agreement, due to a delay
      in connection with the recording of such Mortgage, the Depositor may, (a) in
      lieu of delivering such original recorded Mortgage referred to in clause (ii)
      above, deliver to the Trustee (or the Custodian on behalf of the Trustee) a
      copy
      thereof, provided that the Depositor certifies that the original Mortgage has
      been delivered to a title insurance company for recordation after receipt of
      its
      policy of title insurance or binder therefor (which may be a certificate
      relating to a master policy of title insurance), and (b) in lieu of delivering
      the completed assignment in recordable form referred to in clause (iii) above
      to
      the Trustee (or the Custodian on behalf of the Trustee), deliver such assignment
      to the Trustee (or the Custodian on behalf of the Trustee) completed except
      for
      recording information. In all such instances, the Depositor will deliver the
      original recorded Mortgage and completed assignment (if applicable) to the
      Trustee (or the Custodian on behalf of the Trustee) promptly upon receipt of
      such Mortgage. In instances where an original recorded Mortgage has been lost
      or
      misplaced, the Depositor or the related title insurance company may deliver,
      in
      lieu of such Mortgage, a copy of such Mortgage bearing recordation information
      and certified as true and correct by the office in which recordation thereof
      was
      made. In instances where the original or a copy of the title insurance policy
      referred to in clause (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 the event an Assignment of
      Mortgage is not recorded with respect to a Mortgage Loan, neither the Trustee
      nor the Servicer will have any obligation for its failure to receive or act
      on
      notices with respect to such Mortgage Loan that the Trustee or the Servicer
      would have received had such Assignment of Mortgage been recorded.

     

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

     

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

     

    
      	
              SECTION
                2.02  

            	
              Acceptance
                of the Trust Fund by the Trustee.

            


    

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                2.03  

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

            


    

     

    (a)  Upon
      discovery or receipt of notice by the Depositor, the Servicer, the Master
      Servicer, the Trust Administrator or the Trustee of any materially defective
      document in, or that a document is missing from, a Mortgage File or of the
      breach by the Sponsor of any representation, warranty or covenant under the
      Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
      materially adversely affects the value of such Mortgage Loan or the interest
      therein of the Certificateholders, the party so discovering or receiving notice
      shall promptly notify the other parties to this Agreement, and the Trustee
      thereupon shall promptly notify the Sponsor of such defect, missing document
      or
      breach and request that the Sponsor deliver such missing document or cure such
      defect or that the Sponsor cure such breach within 90 days from the date the
      Sponsor was notified of such missing document, defect or breach, and if the
      Sponsor 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 Sponsor under the Mortgage Loan Purchase 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 Sponsor is obligated to do so under
      the
      Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased
      Mortgage Loan and any indemnification shall be remitted by the Sponsor to the
      Servicer for deposit into the Collection Account, and the Servicer 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 Sponsor the related Mortgage File, and the Trustee shall execute
      and deliver such instruments of transfer or assignment, in each case without
      recourse, as the Sponsor shall furnish to it and as shall be necessary to vest
      in the Sponsor 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 Sponsor is not a member
      of MERS and repurchases a Mortgage Loan which is registered on the MERS System,
      the Sponsor pursuant to the Mortgage Loan Purchase Agreement, at its own expense
      and without any right of reimbursement, shall cause MERS to execute and deliver
      an assignment of the Mortgage in recordable form to transfer the Mortgage from
      MERS to the Sponsor, and shall cause such Mortgage to be removed from
      registration on the MERS System in accordance with MERS rules and
      regulations.  In lieu of repurchasing any such Mortgage Loan as
      provided above, if so provided in the Mortgage Loan Purchase Agreement, the
      Sponsor 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 Sponsor to cure or to repurchase (or to substitute for) any Mortgage
      Loan
      as to which a document is missing, a material defect in a constituent document
      exists or as to which such a breach has occurred and is continuing, and if
      and
      to the extent provided in the Mortgage Loan Purchase Agreement to perform any
      applicable indemnification obligations with respect to any such omission, defect
      or breach, as provided in such Mortgage Loan Purchase Agreement, shall
      constitute the only remedies respecting such omission, defect or breach
      available to the Trustee or the Trust Administrator on behalf of the
      Certificateholders.

     

    (b)  Notwithstanding
      anything to the contrary in this Section 2.03, with respect to any breach by
      the
      Sponsor 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
      Sponsor to remedy such breach as provided in the Mortgage Loan Purchase
      Agreement as follows: upon any Principal Prepayment with respect to the affected
      Mortgage Loan, the Sponsor shall pay or cause to be paid to the Depositor 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 notice to the Servicer
      by
      any other party hereto or receipt of notice by the Depositor and the Servicer
      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 Sponsor substitutes a Qualified Substitute
      Mortgage Loan or Loans, such substitution shall be effected by the Sponsor
      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
      Master Servicer, 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
      Sponsor.  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 Sponsor
      shall thereafter be entitled to retain all amounts subsequently received in
      respect of such Deleted Mortgage Loan. The Depositor shall give or cause to
      be
      given written notice to the Trustee and the Certificateholders that such
      substitution has taken place, and the Depositor 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 Mortgage Loan Purchase
      Agreement (including all applicable representations and warranties thereof
      included in such Mortgage Loan Purchase Agreement), in each case as of the
      date
      of substitution.

     

    For
      any
      month in which the Sponsor 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 Sponsor 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 Sponsor the related Mortgage
      File or Files and the Trustee shall execute and deliver such instruments of
      transfer or assignment, in each case without recourse, as the Sponsor shall
      deliver to it and as shall be necessary to vest therein any Deleted Mortgage
      Loan released pursuant hereto.

     

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

     

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

     

    
      	
              SECTION
                2.04  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                2.05  

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

            


    

     

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

     

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

     

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

     

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

     

    (v)  Except
      as
      disclosed in the Prospectus Supplement, 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;

     

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

     

    (vii)  The
      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

     

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

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05(a) 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 Master Servicer, the Depositor and
      the
      Certificateholders.  Upon discovery by any of the Depositor, the
      Servicer, the Master Servicer, the Trust Administrator or the Trustee of a
      breach of any of the foregoing representations, warranties and covenants which
      materially and adversely affects the value of any Mortgage Loan or the interests
      therein of the Certificateholders, the party discovering such breach shall
      give
      prompt written notice 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, the Master
      Servicer or the Trustee on behalf of the Certificateholders respecting a breach
      of the representations, warranties and covenants contained in this Section
      2.05.

     

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

     

    (i)  The
      Master Servicer is a 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 Master Servicer;

     

    (ii)  The
      Master 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 Master
      Servicer has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the Depositor and the
      Trustee, constitutes a legal, valid and binding obligation of the Master
      Servicer, enforceable against it 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 and by
      general principles of equity;

     

    (iii)  The
      execution and delivery of this Agreement by the Master Servicer, the
      consummation by the Master 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 Master Servicer and will not (A) result
      in a breach of any term or provision of charter and by-laws of the Master
      Servicer or (B) conflict with, result in a breach, violation or acceleration
      of,
      or result in a default under, the terms of any other material agreement or
      instrument to which the Master Servicer is a party or by which it may be bound,
      or any statute, order or regulation applicable to the Master Servicer of any
      court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Master Servicer; and the Master Servicer is not a party
      to, bound by, or in breach or violation of any indenture or other agreement
      or
      instrument, or subject to or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the Master
      Servicer’s knowledge, would in the future materially and adversely affect, the
      ability of the Master Servicer to perform its obligations under this
      Agreement;

     

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

     

    (v)  The
      Master 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 Master Servicer that would materially and
      adversely affect the execution, delivery or enforceability of this Agreement
      or
      the ability of the Master Servicer 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 Master
      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 Master
      Servicer of its obligations under, or validity or enforceability of, this
      Agreement; and

     

    (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 Master
      Servicer of, or compliance by the Master Servicer with, this Agreement or the
      consummation of the transactions contemplated by this Agreement, except for
      such
      consents, approvals, authorizations or orders, if any, that have been obtained
      prior to the Closing Date.

     

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

     

    
      	
              SECTION
                2.06  

            	
              Issuance
                of the Certificates.

            


    

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it or to 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-1 Certificates,
      the Class CE-2 Certificates, the Class P Certificates and the Class R-X
      Certificates), the Class CE-1 Interest, the Class CE-2 Interest and the Class
      P
      Interest constitute the entire beneficial ownership interest in REMIC
      III.

     

    
      	
              SECTION
                2.07  

            	
              Authorization
                to Enter into the Interest Rate Cap Agreement and the Interest Rate
                Swap
                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-1 Certificates, the Class
      CE-2 Certificates and the Class P Certificates), the Class CE-1 Interest, the
      Class CE-2 Interest, the Class P 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-1 Certificates, the Class CE-2
      Certificates and the Class P Certificates), the Class CE-1 Interest, the Class
      CE-2 Interest, the Class P 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-1 Interest,
      the
      Class CE-2 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-1 Interest (which is uncertificated) for the benefit of the Holders of the
      Class CE-1 Certificates and the Class R-X Certificates (in respect of the Class
      R-IV Interest). The Trustee acknowledges receipt of the Class CE-1 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-1 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-1 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
      CE-2 Interest (which is uncertificated) for the benefit of the Holders of the
      Class CE-2 Certificates and the Class R-X Certificates (in respect of the Class
      R-V Interest). The Trustee acknowledges receipt of the Class CE-2 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-2 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 CE-2 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
      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-VI
      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-VI Interest). The interests evidenced by the Class R-VI
      Interest, together with the Class P Certificates, constitute the entire
      beneficial ownership interest in REMIC VI.

     

    (g)  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
      VII Regular Interest SWAP IO (which is uncertificated) and the Class R-X
      Certificates (in respect of the Class R-VII 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 VII
      Regular Interest SWAP IO and the Class R-X Certificates (in respect of the
      Class
      R-VII Interest). The interests evidenced by the Class R-VI Interest, together
      with REMIC VII Regular Interest SWAP IO, constitute the entire beneficial
      ownership interest in REMIC VII.

     

    (h)  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, (iv) the assignment and
      delivery to the Trustee of REMIC IV (including the Residual Interest therein
      represented by the Class IV Interest) and the acceptance by the Trustee thereof,
      pursuant to Section 2.01, Section 2.02 and subsection (d) hereof, (v) the
      assignment and delivery to the Trustee of REMIC V (including the Residual
      Interest therein represented by the Class V Interest) and the acceptance by
      the
      Trustee thereof, pursuant to Section 2.01, Section 2.02 and subsection (e)
      hereof, (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 and (vii) the assignment and delivery to the Trustee
      of
      REMIC VII (including the Residual Interest therein represented by the Class
      VII
      Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.01,
      Section 2.02 and subsection (g) hereof, the Trust Administrator on behalf of
      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-III Interest, the Class R-IV Interest, the Class R-V
      Interest, the Class R-VI Interest and the Class R-VII Interest.

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	
              SECTION
                3.01  

            	
              Servicer
                to Act as Servicer.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Notwithstanding
      anything to the contrary contained in Sections 3.02(b), 3.20,
      3.21, 4.07, 7.01(vi) and 11.11, the obligations of the Backup Servicer
      with respect to Regulation AB (to the extent that it becomes the successor
      servicer) shall be solely as set forth in the Addendum Regulation
      AB.

     

    
      	
              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, 3.20, 3.21 and 4.07 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, the Trust Administrator and the Master Servicer 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-Servicer.

            


    

     

    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 Master Servicer without fee, in accordance with
      the terms of this Agreement, in the event that the Servicer shall, for any
      reason, no longer be the Servicer (including termination due to a Servicer
      Event
      of Default).

     

    
      	
              SECTION
                3.04  

            	
              Liability
                of the Servicer.

            


    

     

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

     

    Notwithstanding
      any Sub-Servicing Agreement, any of the provisions of this Agreement relating
      to
      agreements or arrangements between the Servicer and a Sub-Servicer or reference
      to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
      obligated and primarily liable to the Master Servicer, 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-Servicer 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 Master Servicer, 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 Successor
                Servicer.

            


    

     

    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 Successor Servicer
      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
      Successor Servicer elects to terminate any Sub-Servicing Agreement in accordance
      with its terms as provided in Section 3.03. Upon such assumption, the Successor
      Servicer or the successor servicer for the Successor Servicer 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 Successor Servicer or its designee
      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 Master Servicer deliver
      to
      the assuming party all documents and records relating to each Sub-Servicing
      Agreement and the Mortgage Loans then being serviced and an accounting of
      amounts collected and held by or on behalf of it, and otherwise use its best
      efforts to effect the orderly and efficient transfer of the Sub-Servicing
      Agreements to the assuming party.

     

    
      	
              SECTION
                3.07  

            	
              Collection
                of Certain Mortgage Loan Payments.

            


    

     

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

     

    
      	
              SECTION
                3.08  

            	
              Sub-Servicing
                Accounts.

            


    

     

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

     

    
      	
              SECTION
                3.09  

            	
              Collection
                of Taxes and Similar Items; Servicing
                Accounts.

            


    

     

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

     

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

     

    
      	
              SECTION
                3.10  

            	
              Collection
                Account.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)  The
      Servicer shall deliver to the Trust Administrator in immediately available
      funds
      for deposit in the Distribution Account on or before 3:00 p.m. New York time
      (it
      being understood that such time shall not apply if the Backup Servicer is acting
      as the Successor Servicer) on the Servicer Remittance Date, that portion of
      the
      Available Distribution Amount (calculated without regard to the subtraction
      therefrom of the Backup Servicer Fee or 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 may be invested in Permitted Investments in accordance
      with the provisions set forth in Section 3.12. The Servicer shall give notice
      to
      the Trust Administrator (who shall give notice to the Trustee, the Depositor
      and
      the Master Servicer) of the location of the Collection Account maintained by
      it
      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.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account, to the extent held by or on behalf of it, pursuant to
      subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
      shall provide written notification to the Trustee, the Master Servicer 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.

     

    
      	
              SECTION
                3.12  

            	
              Investment
                of Funds in the Collection Account.

            


    

     

    (a)  The
      Servicer may direct any depository institution maintaining the Collection
      Account (for purposes of this Section 3.12, 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 Trustee or in the
      name
      of a nominee of the Trustee. The Trust Administrator shall be entitled to sole
      possession (except with respect to investment direction of funds held in the
      Collection 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)  Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment, or if a default occurs
      in any other performance required under any Permitted Investment, the Trust
      Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
      the
      request of the Holders of Certificates representing more than 50% of the Voting
      Rights allocated to any Class of Certificates, shall take such action as may
      be
      appropriate to enforce such payment or performance, including the institution
      and prosecution of appropriate proceedings.

     

    
      	
              SECTION
                3.13  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                3.14  

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

            


    

     

    (a)  The
      terms
      of each Mortgage Note require the related Mortgagor to maintain fire, flood
      and
      hazard insurance policies. To the extent such policies are not maintained,
      the
      Servicer shall cause to be maintained for each Mortgaged Property fire and
      hazard insurance with extended coverage as is customary in the area where the
      Mortgaged Property is located in an amount which is at least equal to the least
      of (i) the current principal balance of such Mortgage Loan, (ii) the amount
      necessary to fully compensate for any damage or loss to the improvements which
      are a part of such property on a replacement cost basis and (iii) the maximum
      insurable value of the improvements which are a part of such Mortgaged Property,
      in each case in an amount not less than such amount as is necessary to avoid
      the
      application of any coinsurance clause contained in the related hazard insurance
      policy. The 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
      in accordance with Section 3.07 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 least of (i) the unpaid principal balance of the related
      Mortgage Loan, (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) and (iii) the maximum insurable value of the improvements which
      are a part of such Mortgaged Property; provided, that, such flood insurance
      must
      also be equal to the replacement value or the maximum payable amount under
      the
      Flood Disaster Protection Act (“FDPA”).

     

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

     

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

     

    The
      Servicer shall provide to the Master Servicer evidence (in the form of an
      incumbency certificate) of the authorization of the person signing any
      certification, statement, copy or other evidence of any fidelity bond or errors
      and omissions policy maintained pursuant to this Section 3.14; provided however,
      if the Backup Servicer shall become the successor servicer, it shall not be
      obligated to provide such authorization until it has received a prior written
      request for such form from the Master Servicer.

     

    
      	
              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, the Master
      Servicer and the Trust Administrator that any such substitution or assumption
      agreement has been completed by forwarding to the Custodian 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
      whatsoever. 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 Master Servicer, 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 Trustee, 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 Trustee, upon receipt of written certification from the Servicer of such
      deposit, shall execute and deliver such instruments of transfer or assignment,
      in each case without recourse, as the Servicer shall furnish and as shall be
      necessary to vest in the Servicer title to any Mortgage Loan released pursuant
      hereto.

     

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

     

    
      	
              SECTION
                3.17  

            	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                3.18  

            	
              Servicing
                Compensation.

            


    

     

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

     

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

     

    
      	
              SECTION
                3.19  

            	
              Reports;
                Collection Account Statements.

            


    

     

    Upon
      reasonable request by the Master Servicer or the Trust Administrator (such
      request to be made by the related Distribution Date), the Servicer shall forward
      to the Master Servicer and the Trust Administrator no later than ten calendar
      days after such request, a statement prepared by the Servicer setting forth
      the
      status of the Collection Account as of the close of business on the last day
      of
      the calendar month relating to such Distribution Date and showing, for the
      period covered by such statement, the aggregate amount of deposits into and
      withdrawals from the Collection Account of each category of deposit specified
      in
      Section 3.10(a) and each category of withdrawal specified in Section 3.11.
      Such
      statement may be (i) in a form of the then current Fannie Mae Monthly Accounting
      Report for its Guaranteed Mortgage Pass Through Program with appropriate
      additions and changes, or (ii) in a format as mutually agreed to among the
      Servicer, the Master Servicer and the Trust Administrator, 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 (and cause any Servicing Function Participant engaged
      by
      it to deliver) to the Trust Administrator, on or before March 15th, with no
      cure
      period, of each calendar year beginning in 2008 and the Master Servicer and
      the
      Trust Administrator shall deliver (or otherwise make available) to the Depositor
      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 such
      party’s activities during the preceding calendar year or portion thereof and of
      such party’s performance under this Agreement, or such other applicable
      agreement in the case of a Servicing Function Participant has been made under
      such officers’ supervision and (ii) to the best of such officers’ knowledge,
      based on such review, such party has fulfilled all of its obligations under
      this
      Agreement, or such other applicable agreement in the case of a Servicing
      Function Participant, in all material respects throughout such year or portion
      thereof, or, if there has been a failure to fulfill any such obligation in
      any
      material respect, specifying each such failure known to such officer and the
      nature and status of cure provisions thereof.  The Servicer shall
      deliver, or cause any entity determined by the Servicer to be a Sub-Servicer
      to
      deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which
      the Servicer has delegated any servicing responsibilities with respect to the
      Mortgage Loans, to the Trust Administrator as described above as and when
      required with respect to the Servicer.

     

    The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the Servicer with its own annual statement of compliance to be submitted
      to
      the Trust Administrator pursuant to this Section.

     

    In
      the
      event the Servicer, the Master Servicer, the Trust Administrator or any
      Servicing Function Participant engaged by any such party is terminated or
      resigned pursuant to the terms of the Agreement, or any applicable agreement
      in
      the case of a Servicing Function Participant, as  the case may be,
      such party shall provide an Officer’s Certificate pursuant to this Section 3.20
      or the relevant section of such other applicable agreement, as the case may
      be,
      notwithstanding any such termination, assignment or resignation.

     

    If
      the
      Servicer does not deliver the Annual Statement of Compliance by March 15th of any
      year,
      either the Trust Administrator or the Depositor shall provide the Servicer
      with
      written notice, which may be electronic and confirmed by email, of its failure
      to deliver such Annual Statement of Compliance.

     

    Failure
      of the Servicer to timely comply with this Section 3.20, shall be deemed a
      Servicer Event of Default, and upon the receipt of written notice from the
      Trust
      Administrator or the Master Servicer of a Servicer Event of Default, the Trustee
      or the Master Servicer, as applicable, may, and at the direction of the
      Depositor shall, in addition to whatever rights the Trustee or the Master
      Servicer, as applicable, may have under this Agreement and at law or in 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.

     

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

     

    
      	
              SECTION
                3.21  

            	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    (a)  By
      March
      15th of each
      calendar year, commencing in March 2008, the Servicer, the Master Servicer,
      the
      Trust Administrator and the Custodian (as set forth in the Custodial Agreement),
      each at its own expense, shall furnish or otherwise make available, and each
      such party shall cause any Servicing Function Participant engaged by it to
      furnish, each at its own expense, to the Trust Administrator (and the Trust
      Administrator shall furnish or otherwise make available to the Depositor),
      a
      report on an assessment of compliance with the Relevant Servicing Criteria
      that
      contains (A) a statement by such party of its responsibility for assessing
      compliance with the Relevant Servicing Criteria, (B) a statement that such
      party
      used the Relevant Servicing Criteria to assess compliance with the Relevant
      Servicing Criteria, (C) such party’s assessment of compliance with the Relevant
      Servicing Criteria as of and for the fiscal year covered by the Form 10-K
      required to be filed pursuant to Section 4.06, including, if there has been
      any
      material instance of noncompliance with the Relevant Servicing Criteria, a
      discussion of each such failure and the nature and status thereof, and (D)
      a
      statement that a registered public accounting firm has issued an attestation
      report on such party’s assessment of compliance with the Relevant Servicing
      Criteria as of and for such period (the “Attestation Report”).

     

    Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Servicer,
      the
      Master Servicer, the Trust Administrator, the Custodian (as set forth in the
      Custodial Agreement) and any Servicing Function Participant engaged by such
      parties, as to the nature of any material instance of noncompliance with the
      Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator
      shall confirm that the assessments, taken as a whole, address all of the
      Servicing Criteria and taken individually address the Relevant Servicing
      Criteria for each party as set forth on Exhibit C and notify the Depositor
      of
      any exceptions.

     

    The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicer with its own assessment of compliance to be
      submitted to the Trust Administrator pursuant to this Section.

     

    In
      the
      event the Servicer, the Master Servicer, the Trust Administrator, the Custodian,
      or any Servicing Function Participant engaged by any such party is terminated,
      assigns its rights and obligations under, or resigns pursuant to, the terms
      of
      this Agreement, such party shall provide a report on assessment of compliance
      pursuant to this Section 3.21, notwithstanding any such termination, assignment
      or resignation.

     

    (b)           By
      March 15th of
      each year, commencing in March 2008, the Servicer, the Master Servicer, the
      Trust Administrator and the Custodian (as set forth in the Custodial Agreement),
      each at its own expense, shall cause, and each such party shall cause any
      Servicing Function Participant engaged by it to cause, each at its own expense,
      a registered public accounting firm (which may also render other services to
      the
      Servicer, the Master Servicer, the Trust Administrator, the Custodian, or such
      other Servicing Function Participants, as the case may be) and that is a member
      of the American Institute of Certified Public Accountants to furnish an
      attestation report to the Trust Administrator and the Depositor, to the effect
      that (i) it has obtained a representation regarding certain matters from the
      management of such party, which includes an assertion that such party has
      complied with the Relevant Servicing Criteria, and (ii) on the basis of an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the Public Company Accounting Oversight Board,
      it is expressing an opinion as to whether such party’s compliance with the
      Relevant Servicing Criteria was fairly stated in all material respects, or
      it
      cannot express an overall opinion regarding such party’s assessment of
      compliance with the Relevant Servicing Criteria.  In the event that an
      overall opinion cannot be expressed, such registered public accounting firm
      shall state in such report why it was unable to express such an
      opinion.  Such report must be available for general use and not
      contain restricted use language.

     

    Promptly
      after receipt of each such assessment of compliance and attestation report,
      the
      Trust Administrator shall confirm that each assessment submitted pursuant to
      Section 3.21(a) is coupled with an attestation meeting the requirements of
      this
      Section and notify the Depositor of any exceptions.

     

    The
      Master Servicer shall include each such attestation furnished to it by the
      Servicer with its own attestation to be submitted to the Trust Administrator
      pursuant to this Section.

     

    In
      the
      event the Servicer, the Master Servicer, the Trust Administrator, the Custodian,
      or any Servicing Function Participant engaged by any such party, is terminated,
      assigns its rights and duties under, or resigns pursuant to the terms of, this
      Agreement, or any applicable custodial agreement, Servicing Agreement or
      sub-servicing agreement, as the case may be, such party shall cause a registered
      public accounting firm to provide an attestation pursuant to this Section
      3.21(b), notwithstanding any such termination, assignment or
      resignation.

     

    (c)           Failure
      of the Servicer to timely comply with this Section 3.21 shall be deemed a
      Servicer Event of Default, and upon written receipt of notice (which notice
      may
      be delivered electronically) from the Master Servicer of the Servicer Event
      of
      Default, the Trustee or the Master Servicer, as applicable, at the direction
      of
      the Depositor may, in addition to whatever rights the Trustee or the Master
      Servicer, as applicable, may have under this Agreement and at law or in equity,
      including injunctive relief and specific performance, upon notice immediately
      terminate (as provided in Section 7.01(a)) 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 the 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.

     

    Each
      of
      the Servicer, the Master Servicer and the Trust Administrator shall severally,
      but not jointly, indemnify and hold harmless the Depositor, the Master Servicer
      and the Trust Administrator and its 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 based solely and
      directly upon a breach of the obligations of such indemnifying party under
      this
      Section 3.21.

     

    If
      the
      indemnifications provided for herein are unavailable or insufficient to hold
      harmless any indemnified party, then the indemnifying party agrees that it
      shall
      contribute to the amount paid or payable by such indemnified party as a result
      of any claims, losses, damages or liabilities incurred by such indemnified
      party
      in such proportion as is appropriate to reflect the relative fault of such
      indemnified party on the one hand and the indemnifying party on the
      other.  This indemnification shall survive the termination of this
      Agreement or the termination of the indemnifying party.

     

    
      	
              SECTION
                3.22  

            	
              Access
                to Certain Documentation.

            


    

     

    The
      Servicer shall provide to the Depositor, the Master Servicer, 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, the Master Servicer or the Trust
      Administrator on behalf of, and for purposes of providing such documentation
      to,
      any Person identified as a Certificateholder or any federal or state
      banking or insurance regulatory authority that may exercise authority over
      any
      Certificateholder or a prospective transferee of a Certificate subject to the
      execution of a confidentiality agreement in form and substance satisfactory
      to
      the Servicer, upon reasonable request during normal business hours at the
      offices of the Servicer designated by it at the expense of the Trustee, the
      Master Servicer or Trust Administrator. Nothing in this Section 3.22 shall
      derogate from the obligation of any such party to observe any applicable law
      prohibiting disclosure of information regarding the Mortgagors and the failure
      of any such party to provide access as provided in this Section as a result
      of
      such obligation shall not constitute a breach of this Section
      3.22.  In each case, access to any documentation regarding the
      Mortgage Loans may be conditioned upon the requesting party’s acknowledgment in
      writing of a confidentiality agreement regarding any information that is
      required to remain confidential under the Gramm-Leach-Bliley Act of
      1999.

     

    
      	
              SECTION
                3.23  

            	
              Title,
                Management and Disposition of REO
                Property.

            


    

     

    (a)  The
      deed
      or certificate of sale of any REO Property shall be taken in the name of the
      Trustee, or its nominee, in trust for the benefit of the Certificateholders.
      The
      Servicer, on behalf of the Trust Fund, shall either sell any REO Property before
      the close of the third taxable year following the year the Trust Fund acquires
      ownership of such REO Property for purposes of Section 860G(a)(8) of the Code
      or
      request from the Internal Revenue Service, no later than 60 days before the
      day
      on which the above three-year grace period would otherwise expire, an extension
      of the above three-year grace period, unless the Servicer shall have delivered
      to the Trustee, the Master Servicer, 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:

     

    1.  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;

     

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

     

    (v)  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

     

    (vi)  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, the Master Servicer 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:

     

    2.  the
      terms
      and conditions of any such contract shall not be inconsistent
      herewith;

     

    (vii)  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;

     

    (viii)  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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                3.24  

            	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

    The
      Servicer shall deliver to the Trust Administrator for deposit into the
      Distribution Account on or before 3:00 p.m. New York time (it being understood
      that such time shall not apply if the Backup Servicer is acting as the Successor
      Servicer) 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 Master Servicer, the Depositor and any successor servicer
      in
      respect of any such liability. Such indemnities shall survive the termination
      or
      discharge of this Agreement.  If amounts paid by the Servicer with
      respect to any Mortgage Loan pursuant to this Section 3.25 are subsequently
      recovered from the related Mortgagor, the Servicer shall be permitted to
      reimburse itself for such amounts paid by it pursuant to this Section 3.25
      from
      such recoveries.

     

    
      	
              SECTION
                3.26  

            	
              Advance
                Facility.

            


    

     

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

     

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

     

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

     

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

     

    (e)  Any
      amendment to this Section 3.26 or to any other provision of this Agreement
      that
      may be necessary or appropriate to effect the terms of an Advance Facility
      as
      described generally in this Section 3.26, including amendments to add provisions
      relating to a successor master servicer, may be entered into by the parties
      to
      this Agreement without the consent of any Certificateholder but with written
      confirmation from each Rating Agency that the amendment shall not result in
      the
      reduction or withdrawal of the then-current ratings of any outstanding Class
      of
      Certificates or any other notes secured by collateral which includes all or
      a
      portion of the Class CE-1 Certificates, the Class CE-2 Certificates, the Class
      P
      Certificates and/or the Residual Certificates, notwithstanding anything to
      the
      contrary in this Agreement.

     

    (f)  Neither
      the Trust Administrator nor the Master Servicer shall have any responsibility
      to
      track or monitor the administration of the Advance Facility between the Servicer
      and the Advancing Person.

     

    
      	
              SECTION
                3.27  

            	
              Late
                Remittance.

            


    

     

    With
      respect to any remittance received by the Trust Administrator after the day
      on
      which such payment was due, the Servicer shall pay to the Master Servicer
      interest on any such late payment at an annual rate equal to One-Month LIBOR
      plus fifty basis points (or, in the case of the Backup Servicer, at an annual
      rate equal to the Prime Rate, adjusted as of the date of each change, plus
      one
      percentage point), but in each case, no event greater than the maximum amount
      permitted by applicable law.  Such interest shall be remitted to the
      Trust Administrator for deposit in the Distribution Account by the Servicer
      on
      the date such late payment is made and shall cover the period commencing with
      the day such payment was due and ending with the Business Day on which such
      payment is made, both inclusive.  Such interest shall be remitted
      along with the distribution payable on the next succeeding Servicer Remittance
      Date.  The payment by the Servicer of any such interest shall not be
      deemed an extension of time for payment or a waiver of any Servicer Event of
      Default.

     

    ARTICLE
      IIIA


     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	
              SECTION
                3A.01  

            	
              Master
                Servicer to Act as Master Servicer

            


    

     

    The
      Master Servicer shall supervise, monitor and oversee the obligations of the
      Servicer to service and administer the Mortgage Loans in accordance with the
      terms of this Agreement and shall have full power and authority to do any and
      all things which it may deem necessary or desirable in connection with such
      master servicing and administration. In performing its obligations hereunder,
      the Master Servicer shall act in a manner consistent with Accepted Master
      Servicing Practices. Furthermore, the Master Servicer shall oversee and consult
      with the Servicer as reasonably necessary from time-to-time to carry out the
      Master Servicer’s obligations hereunder, shall receive, review and evaluate all
      reports, information and other data provided to the Master Servicer by the
      Servicer and shall cause the Servicer to perform and observe the covenants,
      obligations and conditions to be performed or observed by the Servicer under
      this Agreement. The Master Servicer shall independently monitor the Servicer’s
      servicing activities with respect to each Mortgage Loan, reconcile the results
      of such monitoring with such information provided in the previous sentence
      on a
      monthly basis and coordinate corrective adjustments to the Servicer’s and Master
      Servicer’s records, and based on such reconciled and corrected information, the
      Master Servicer shall provide such information to the Trust Administrator as
      shall be necessary in order for it to prepare the statements specified in
      Section 4.02, and prepare any other information and statements required to
      be forwarded by the Master Servicer hereunder. The Master Servicer shall
      reconcile the results of its Mortgage Loan monitoring with the actual
      remittances of the Servicer to the Collection Account pursuant to Section
      3.10.

     

    The
      Trustee shall furnish the Master Servicer with any powers of attorney and other
      documents in form as provided to it necessary or appropriate to enable the
      Master Servicer to master service and administer the Mortgage Loans and REO
      Properties.

     

    The
      Trustee and the Trust Administrator shall provide access to the records and
      documentation in possession of the Trustee or the Trust Administrator, as
      applicable, regarding the Mortgage Loans and REO Properties and the servicing
      thereof to the Certificateholders, the FDIC, and the supervisory agents and
      examiners of the FDIC, such access being afforded only upon reasonable prior
      written request and during normal business hours at the office of the Trustee
      or
      the Trust Administrator, as applicable; provided, however, that, unless
      otherwise required by law, neither the Trustee nor the Trust Administrator
      shall
      be required to provide access to such records and documentation if the provision
      thereof would violate the legal right to privacy of any Mortgagor. The Trustee
      and the Trust Administrator shall allow representatives of the above entities
      to
      photocopy any of the records and documentation and shall provide equipment
      for
      that purpose at a charge that covers the Trustee’s or Trust Administrator’s, as
      applicable, actual costs.

     

    The
      Trustee shall execute and deliver to the Servicer and the Master Servicer any
      court pleadings, requests for trustee’s sale or other documents necessary or
      desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged
      Property; (ii) any legal action brought to obtain judgment against any Mortgagor
      on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
      against the Mortgagor; or (iv) enforce any other rights or remedies provided
      by
      the Mortgage Note or Mortgage or otherwise available at law or
      equity.

     

    
      	
              SECTION
                3A.02  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                3A.03  

            	
              Monitoring
                of the Servicer.

            


    

     

    The
      Master Servicer shall be responsible for reporting to the Trustee, the Trust
      Administrator and the Depositor the non-compliance by the Servicer with its
      duties under this Agreement. In the review of the Servicer’s activities, the
      Master Servicer may rely upon an Officers’ Certificate of the Servicer (or
      similar document signed by a Servicing Officer of the Servicer) with regard
      to
      the Servicer’s compliance with the terms of this Agreement. In the event that
      the Master Servicer, in its good faith judgment, determines that the Servicer
      should be terminated due to the occurrence of the Servicer Event of Default,
      or
      that a notice should be sent pursuant to the terms hereof with respect to the
      occurrence of an event that, unless cured, would become the Servicer Event
      of
      Default, the Master Servicer shall notify the Depositor, the Trust Administrator
      and the Trustee thereof and the Master Servicer shall issue such notice or
      take
      such other action as it deems appropriate.

     

    The
      Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for
      the benefit of the Certificateholders, shall enforce the obligations of the
      Servicer under this Agreement, and shall, in the event that it receives notice
      and confirms that the Servicer has failed to perform its obligations in
      accordance with this Agreement, subject to the preceding paragraph, terminate
      the rights and obligations of the Servicer hereunder and in accordance with
      the
      provisions of Article VII of this Agreement and the Successor Servicer shall
      act
      as Servicer of the Mortgage Loans or appoint a successor servicer; provided,
      however, it is understood and acknowledged by the parties hereto that there
      will
      be a period of transition (not to exceed 30 days with respect to the Backup
      Servicer or 90 days with respect to the Master Servicer or the Trustee) before
      the actual servicing functions can be fully transferred to such successor
      servicer. Such enforcement, including, without limitation, the legal prosecution
      of claims and the pursuit of other appropriate remedies, shall be in such form
      and carried out to such an extent and at such time as the Master Servicer or
      Trustee, as applicable, in its good faith business judgment, would require
      were
      it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as
      applicable, shall pay the costs of such enforcement at its own expense, provided
      that the Master Servicer or the Trustee, as applicable, shall not be required
      to
      prosecute or defend any legal action except to the extent that the Master
      Servicer or the Trustee, as applicable, shall have received reasonable indemnity
      for its costs and expenses in pursuing such action.

     

    To
      the
      extent that the costs and expenses of the Master Servicer or Trustee, as
      applicable, related to any termination of the Servicer (other than a termination
      of the Servicer without cause by the Servicing Rights Owner pursuant to Section
      6.04), appointment of a successor servicer or the transfer and assumption of
      servicing by the Master Servicer or the Trustee, as applicable, with respect
      to
      this Agreement (including, without limitation, (i) all legal costs and expenses
      and all due diligence costs and expenses associated with an evaluation of the
      potential termination of the Servicer as a result of the Servicer Event of
      Default and (ii) all costs and expenses associated with the complete transfer
      of
      servicing, including all servicing files and all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the successor servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the successor servicer to service the
      Mortgage Loans in accordance with this Agreement) are not fully and timely
      reimbursed by the terminated Servicer, the Master Servicer or the Trustee,
      as
      applicable, shall be entitled to reimbursement of such costs and expenses from
      the Distribution Account.

     

    The
      Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall,
      upon receipt from the Servicer, the Master Servicer or the Trust Administrator,
      of notice of any failure of the Servicer to comply with the remittance
      requirements and other obligations set forth in this Agreement, enforce such
      obligations.

     

    If
      the
      Master Servicer or the Trustee, as applicable, acts as Servicer, it will not
      assume liability for the representations and warranties of the Servicer that
      it
      replaces.

     

    
      	
              SECTION
                3A.04  

            	
              Fidelity
                Bond.

            


    

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, employees and other Persons acting on such
      Master Servicer’s behalf, and covering errors and omissions in the performance
      of the Master Servicer’s obligations hereunder. The errors and omissions
      insurance policy and the fidelity bond shall be in such form and amount
      generally acceptable for entities serving as master servicer.

     

    
      	
              SECTION
                3A.05  

            	
              Power
                to Act; Procedures.

            


    

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any Mortgaged Property and assumptions of the Mortgage
      Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
      Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of
      the ownership of the Mortgaged Property securing any Mortgage Loan, in each
      case, in accordance with the provisions of this Agreement; provided, however,
      that the Master Servicer shall not (and, consistent with its responsibilities
      under Article X, shall not permit the Servicer to) knowingly or intentionally
      take any action, or fail to take (or fail to cause to be taken) any action
      reasonably within its control and the scope of duties more specifically set
      forth herein, that, under the REMIC Provisions, if taken or not taken, as the
      case may be, would cause any Trust REMIC to fail to qualify as a REMIC or 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) unless the Master Servicer has received an Opinion of Counsel (but not
      at
      the expense of the Master Servicer) to the effect that the contemplated action
      would not cause any REMIC to fail to qualify as a REMIC or result in the
      imposition of a tax upon any REMIC.  The Trustee shall furnish the
      Master Servicer or the Servicer, upon written request from a Servicing Officer,
      with any powers of attorney empowering the Master Servicer or the Servicer
      to
      execute and deliver instruments of satisfaction or cancellation, or of partial
      or full release or discharge, and to foreclose upon or otherwise liquidate
      Mortgaged Property, and to appeal, prosecute or defend in any court action
      relating to the Mortgage Loans or the Mortgaged Property, in accordance with
      this Agreement, and the Trustee shall execute and deliver such other documents,
      as the Master Servicer may request, to enable the Master Servicer to master
      service and administer the Mortgage Loans and carry out its duties hereunder,
      in
      each case in accordance with Accepted Master Servicing Practices (and the
      Trustee shall have no liability for misuse of any such powers of attorney by
      the
      Master Servicer or the Servicer). If the Master Servicer or the Trustee has
      been
      advised that it is likely that the laws of the state in which action is to
      be
      taken prohibit such action if taken in the name of the Trustee or that the
      Trustee would be adversely affected under the “doing business” or tax laws of
      such state if such action is taken in its name, the Master Servicer shall join
      with the Trustee in the appointment of a co-trustee pursuant to
      Section 8.10 hereof. In the performance of its duties hereunder, the Master
      Servicer shall be an independent contractor of the Trust Fund and shall not,
      except in those instances where it is taking action in the name of the Trustee,
      be deemed to be the agent of the Trustee.

     

    
      	
              SECTION
                3A.06  

            	
              Due
                on Sale Clauses; Assumption
                Agreements.

            


    

     

    To
      the
      extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
      Servicer shall cause the Servicer to enforce such clauses in accordance with
      Section 3.15 of this Agreement. If applicable law prohibits the enforcement
      of a
      due-on-sale clause or such clause is otherwise not enforced in accordance with
      this Agreement, and, as a consequence, a Mortgage Loan is assumed, the original
      Mortgagor may be released from liability in accordance with
      this  Agreement.

     

    
      	
              SECTION
                3A.07  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                3A.08  

            	
              Documents,
                Records and Funds in Possession of Master Servicer to be Held for
                Trustee.

            


    

     

    The
      Master Servicer and the Servicer shall transmit to the Trustee (or the Custodian
      on behalf of the Trustee) such documents and instruments coming into the
      possession of the Master Servicer or the Servicer from time to time as are
      required by the terms hereof to be delivered to the Trustee, the Trust
      Administrator or the Custodian. Any funds received by the Master Servicer or
      by
      the Servicer in respect of any Mortgage Loan or which otherwise are collected
      by
      the Master Servicer or by the Servicer as Liquidation Proceeds or Insurance
      Proceeds in respect of any Mortgage Loan shall be held for the benefit of the
      Trustee and the Certificateholders subject to the Master Servicer’s right to
      withdraw from the Distribution Account the Master Servicing Compensation and
      other amounts provided in this Agreement, and to the right of the Servicer
      to
      retain its Servicing Fee and other amounts as provided in this Agreement. The
      Master Servicer shall, and subject to Section 3.22 shall cause the Servicer
      to,
      provide access to information and documentation regarding the Mortgage Loans
      to
      the Trust Administrator, its agents and accountants at any time upon reasonable
      request and during normal business hours, and to Certificateholders that are
      savings and loan associations, banks or insurance companies, the Office of
      Thrift Supervision, the FDIC and the supervisory agents and examiners of such
      Office and Corporation or examiners of any other federal or state banking or
      insurance regulatory authority if so required by applicable regulations of
      the
      Office of Thrift Supervision or other regulatory authority, such access to
      be
      afforded without charge but only upon reasonable request in writing and during
      normal business hours at the offices of the Master Servicer designated by it.
      In
      fulfilling such a request the Master Servicer shall not be responsible for
      determining the sufficiency of such information.

     

    All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer or the Servicer, in respect of any Mortgage Loans, whether
      from
      the collection of principal and interest payments or from Liquidation Proceeds
      or Insurance Proceeds, shall be held by the Servicer or the Master Servicer,
      as
      applicable, for and on behalf of the Trustee and the Certificateholders and
      shall be and remain the sole and exclusive property of the Trustee; provided,
      however, that the Master Servicer and the Servicer shall be entitled to setoff
      against, and deduct from, any such funds any amounts that are properly due
      and
      payable to the Master Servicer or the Servicer under this
      Agreement.

     

    
      	
              SECTION
                3A.09  

            	
              Compensation
                for the Master Servicer.

            


    

     

    The
      Master Servicer will be entitled to all income and gain realized from any
      investment of funds in the Distribution Account, pursuant to Section 3A.11
      and Section 3A.12, for the performance of its activities hereunder (the
“Master Servicing Compensation”).  Servicing compensation in the form
      of assumption fees, if any, late payment charges, as collected, if any, or
      otherwise shall be retained by the Servicer in accordance with Section 3.18.
      The
      Master Servicer shall be required to pay all expenses incurred by it in
      connection with the performance of its duties hereunder and shall not be
      entitled to reimbursement therefor except as provided in this
      Agreement.

     

    
      	
              SECTION
                3A.10  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                3A.11  

            	
              Distribution
                Account.

            


    

     

    On
      behalf
      of the Trust Fund, the Trust Administrator shall establish and maintain one
      or
      more accounts (such account or accounts, the “Distribution Account”), held in
      trust for the benefit of the Trustee and the Certificateholders.  The
      Distribution Account shall be an Eligible Account.  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.  The Trust Administrator will deposit in the
      Distribution Account as identified by the Master Servicer and as received by
      the
      Master Servicer, the following amounts:

     

    (1)           Any
      amounts remitted to the Master Servicer by the Servicer from the Collection
      Account;

     

    (2)           Any
      Advances received from the Servicer or made by the Master Servicer or (if the
      Master Servicer is the Servicer) the Trustee (in each case in its capacity
      as
      successor servicer), and any payments of Compensating Interest received from
      the
      Servicer;

     

    (3)           Any
      Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
      the
      Master Servicer or which were not deposited in the Collection
      Account;

     

    (4)           Any
      amounts required to be deposited with respect to losses on investments of
      deposits in the Distribution Account; and

     

    (5)           Any
      other amounts received by or on behalf of the Master Servicer and required
      to be
      deposited in the Distribution Account pursuant to this Agreement.

     

    All
      amounts deposited to the Distribution Account shall be held by the Trust
      Administrator in the name of the Trustee in trust for the benefit of the
      Certificateholders in accordance with the terms and provisions of this
      Agreement.  The requirements for crediting the Distribution Account
      shall be exclusive, it being understood and agreed that, without limiting the
      generality of the foregoing, payments in the nature of (A) late payment charges
      or assumption, tax service, statement account or payoff, substitution,
      satisfaction, release and other like fees and charges and (B) the items
      enumerated in Section 3A.12(a) (with respect the clearing and termination
      of the Distribution Account and with respect to amounts deposited in error),
      in
      Section 3A.12(b) or in clauses (i), (ii), (iii) and (iv), (v) of
      Section 3A.12(c), need not be credited by the Master Servicer to the
      Distribution Account.  In the event that the Master Servicer shall
      deposit or cause to be deposited to the Distribution Account any amount not
      required to be credited thereto, the Trustee or the Trust Administrator, upon
      receipt of a written request therefor signed by a Servicing Officer of the
      Master Servicer, shall promptly transfer such amount to the Master Servicer,
      any
      provision herein to the contrary notwithstanding.

     

    The
      Trust
      Administrator may direct any depository institution maintaining the Distribution
      Account to invest the funds on deposit in such account or to hold such funds
      uninvested.  All investments pursuant to this Section 3A.11 shall
      be in one or more Permitted Investments 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 or if such investment is managed or advised
      by a Person other than the Trust Administrator or an Affiliate of the Trust
      Administrator, 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 or if such investment is managed or advised
      by the Trust Administrator or any Affiliate.  All such Permitted
      Investments shall be held to maturity, unless payable on demand.  Any
      investment of funds in the Distribution Account shall be made in the name of
      the
      Trustee, or in the name of a nominee of the Trustee.  The Trust
      Administrator shall be entitled to sole possession 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 the
      Distribution 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 Distribution Account.

     

    All
      income and gain realized from the investment of funds deposited in the
      Distribution Account shall be for the benefit of the Master
      Servicer.  The Master Servicer 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 Account immediately upon
      realization of such loss.

     

    
      	
              SECTION
                3A.12  

            	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            


    

     

    The
      Trust
      Administrator will, from time to time on demand of the Master Servicer, the
      Servicer or the Trustee, make or cause to be made such withdrawals or transfers
      from the Distribution Account pursuant to this Agreement.  The Trust
      Administrator may clear and terminate the Distribution Account pursuant to
      Section 9.01 and remove amounts from time to time deposited in
      error.

     

    On
      an
      ongoing basis, the Trust Administrator shall withdraw funds from the
      Distribution Account to pay (i) any Extraordinary Trust Fund Expenses including
      but not limited to amounts payable to the Servicer, the Master Servicer or
      the
      Depositor pursuant to Section 6.03, to the Trustee  and the Trust
      Administrator pursuant to Section 8.05, and (ii) any amounts expressly payable
      to the Master Servicer as set forth in Sections 3A.03, 3A.09 and
      3A.10.

     

    The
      Trust
      Administrator may withdraw from the Distribution Account any of the following
      amounts (in the case of any such amount payable or reimbursable to the Servicer,
      only to the extent the Servicer shall not have paid or reimbursed itself such
      amount prior to making any remittance to the Master Servicer pursuant to the
      terms of this Agreement):

     

    (i)           to
      reimburse the Master Servicer or (if the Master Servicer is the Servicer) the
      Trustee (to the extent either of them is obligated to do so as successor
      Servicer) for any Advance of its own funds, the right of the Master Servicer
      or
      the Trustee, as applicable, to reimbursement pursuant to this subclause (i)
      being limited to amounts received on a particular Mortgage Loan (including,
      for
      this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
      Proceeds and Subsequent Recoveries) which represent late payments or recoveries
      of the principal of or interest on such Mortgage Loan respecting which such
      Advance was made;

     

    (ii)           to
      reimburse the Master Servicer from Insurance Proceeds, Liquidation Proceeds
      or
      Subsequent Recoveries relating to a particular Mortgage Loan for amounts
      expended by the Master Servicer in good faith in connection with the restoration
      of the related Mortgaged Property which was damaged by an Uninsured Cause or
      in
      connection with the liquidation of such Mortgage Loan;

     

    (iii)           to
      reimburse the Master Servicer from Insurance Proceeds relating to a particular
      Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan
      and to reimburse the Master Servicer from Liquidation Proceeds and Subsequent
      Recoveries from a particular Mortgage Loan for Liquidation Expenses incurred
      with respect to such Mortgage Loan;

     

    (iv)           to
      reimburse the Master Servicer for advances of funds (other than Advances) made
      with respect to the Mortgage Loans, and the right to reimbursement pursuant
      to
      this subclause being limited to amounts received on the related Mortgage Loan
      (including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
      Liquidation Proceeds and Subsequent Recoveries) which represent late recoveries
      of the payments for which such advances were made;

     

    (v)           to
      reimburse the Master Servicer (or if the Master Servicer is the Servicer) the
      Trustee (to the extent either of them is obligated to do so as successor
      servicer) for any Advance or Servicing Advance, after a Realized Loss has been
      allocated with respect to the related Mortgage Loan if the Advance or Servicing
      Advance has not been reimbursed pursuant to clauses (i) through
      (iv);

     

    (vi)           to
      make distributions in accordance with Section 4.01;

     

    (vii)           to
      pay compensation to the Trust Administrator on each Distribution
      Date;

     

    (viii)          to
      pay any amounts in respect of taxes pursuant to
      Section 10.01(g);

     

    (ix)           without
      duplication of the amount set forth in clause (iii) above, to pay any
      Extraordinary Trust Fund Expenses to the extent not paid by the Master Servicer
      from the Distribution Account;

     

    (x)           without
      duplication of any of the foregoing, to reimburse or pay the Servicer any such
      amounts as are due thereto under this Agreement and have not been retained
      by or
      paid to the Servicer, to the extent provided in this Agreement and to refund
      to
      the Servicer any amount remitted by the Servicer to the Master Servicer in
      error;

     

    (xi)           to
      pay to the Master Servicer, any interest or investment income earned on funds
      deposited in the Distribution Account;

     

    (xii)           to
      pay the Credit Risk Manager the Credit Risk Manager Fee;

     

    (xiii)           to
      pay the Backup Servicer the Backup Servicer Fee;

     

    (xiv)          to
      make distributions to the Swap Account in accordance with Section
      4.09;

     

    (xv)           to
      withdraw any amount deposited in the Distribution Account in error;
      and

     

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

     

    The
      Master Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan
      by Mortgage Loan basis, for the purpose of accounting for any reimbursement
      from
      the Distribution Account pursuant to clauses (i) through (v) above or with
      respect to any such amounts which would have been covered by such clauses had
      the amounts not been retained by the Master Servicer without being deposited
      in
      the Distribution Account.

     

    On
      or
      before the Business Day prior to each Distribution Date, the Master Servicer
      or
      (if the Master Servicer is the Servicer) the Trustee (to the extent either
      of
      them is obligated to do so as successor Servicer) shall remit to the Trust
      Administrator for deposit in the Distribution Account any Advances required
      to
      be made by the Master Servicer or the Trustee, as applicable, with respect
      to
      the Mortgage Loans.

     

    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
      shall
      withdraw from the Distribution Account an amount equal to the Backup Servicer
      Fee for such Distribution Date and shall pay such amount to the Backup Servicer
      and, second, withdraw from the Distribution Account an amount equal to the
      Available Distribution Amount for such Distribution Date and shall distribute
      the following amounts, in the following order of priority:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (7)           On
      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)  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;

     

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

     

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

     

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

     

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

     

    (vii)  to
      the
      Class CE-1 Certificates.

     

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

     

    (i)  With
      respect to the Group I Mortgage Loans:

     

    (A)           to
      Holders of REMIC I Regular Interest I and REMIC I Regular Interest I-1-A through
      I-46-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

     

    (B)           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-46-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.

     

    (ii)  With
      respect to the Group II Mortgage Loans:

     

    (A)           to
      Holders of REMIC I Regular Interest II and REMIC I Regular Interest II-1-A
      through II-46-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

     

    (B)           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 II, then to REMIC I Regular interests II-1-A through II-46-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.

     

    (iii)   to
      the Holders of REMIC I Regular Interest I-46-A all amounts representing
      Prepayment Charges in respect of the Group I Mortgage Loans received during
      the
      related Prepayment Period and to the Holders of REMIC I Regular Interest II-46-A
      all amounts representing Prepayment Charges in respect of the Group II Mortgage
      Loans received during the related Prepayment Period.

     

    (8)           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 LTA2A, REMIC II
      Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II Regular
      Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
      REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
      Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
      REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
      Interest LTM10, REMIC II Regular Interest LTM11, REMIC II Regular Interest
      LTZZ
      and REMIC II Regular Interest LTP, pro rata in an amount equal to (A)
      the Uncertificated Interest for such Distribution Date, plus (B) any amounts
      in
      respect thereof remaining unpaid from previous Distribution
      Dates.  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 LTA2A,
      REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II
      Regular Interest LTA2D, 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;

     

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

     

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

     

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

     

    (b)           2.00%
      of such remainder (less the amount payable in clause (v) below) first, to the
      Holders of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A,
      REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II
      Regular Interest LTA2D, 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;

     

    (d)           any
      remaining amount to the Holders of the Class R Certificate, in respect 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.

     

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

     

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

     

    (b)  On
      each
      Distribution Date, the Trust Administrator shall distribute from amounts on
      deposit in the Distribution Account to the Holders of the Class CE-2
      Certificates, one-twelfth of the product of (i) the excess, if any, of the
      Servicing Fee Rate over the Ameriquest Servicing Fee Rate multiplied by (ii)
      the
      Scheduled Principal Balance of the Mortgage Loan as of the Due Date in the
      preceding calendar month (the “Excess Servicing Fee”).

     

    (c)  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 and remitted to the Master 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.

     

    (d)  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 Master Servicer, 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, the Master
      Servicer 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).  Any such amounts held in trust by the Trust Administrator
      shall be held in an Eligible Account and the Trust Administrator may direct
      any
      depository institution maintaining such account to invest the funds in one
      or
      more Permitted Investments. All income and gain realized from the investment
      of
      funds deposited in such accounts held in trust by the Trust Administrator shall
      be for the benefit of the Trust Administrator; provided, however that the Trust
      Administrator shall deposit in such account the amount of any loss of principal
      incurred in respect of any such Permitted Investment made with funds in such
      accounts immediately upon the realization of such loss.

     

    (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, based (in part), as applicable, on information provided
      to
      the Trust Administrator by the Master Servicer (which in turn shall be based
      (in
      part), as applicable, on information provided to the Master Servicer by the
      Servicer), the Trust Administrator shall prepare and make available on its
      website 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, the amount of the
      distribution made on such Distribution Date to the Holders of the Class P
      Certificates allocable to Prepayment Charges and the amount of the distribution
      made on such Distribution Date to the Holders of the Class CE-2
      Certificates;

     

    (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;

     

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

     

    (ix)  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;

     

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

     

    (xi)  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;

     

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

     

    (xiii)  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;

     

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

     

    (xv)  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;

     

    (xvi)  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;

     

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

     

    (xviii)  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;

     

    (xix)  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;

     

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

     

    (xxi)  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;

     

    (xxii)  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;

     

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

     

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

     

    (xxv)  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;

     

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

     

    (xxvii)  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;

     

    (xxviii)  the
      amount of any Net Swap Payments or Swap Termination Payments for such
      Distribution Date;

     

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

     

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

     

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

     

    The
      Trust
      Administrator will make such statement (and, at its option, any additional
      files
      containing the same information in an alternative format) available each month
      to Certificateholders, the Master Servicer, the Servicer, the Depositor, the
      Credit Risk Manager, the Interest Rate Cap Provider, the Swap Provider and
      the
      Rating Agencies via the Trust Administrator’s internet website.  The
      Trust Administrator’s internet website shall initially be located at
“www.ctslink.com”.  Assistance in using the website can be obtained by
      calling the Trust Administrator’s customer service desk at (866)
      846-4526.  Parties that are unable to use the above distribution
      options are entitled to have a paper copy mailed to them via first class mail
      by
      calling the customer service desk and indicating such. The Trust Administrator
      shall have the right to change the way such statements are distributed in order
      to make such distribution more convenient and/or more accessible to the above
      parties and the Trust Administrator shall provide timely and adequate
      notification to all above parties regarding any such changes.  As a
      condition to access the Trust Administrator’s internet website, the Trust
      Administrator may require registration and the acceptance of a
      disclaimer.  The Trust Administrator will not be liable for the
      dissemination of information in accordance with this Agreement.  The
      Trust Administrator shall also be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing the distribution date statement and may affix
      thereto any disclaimer it deems appropriate in its reasonable discretion
      (without suggesting liability on the part of any other party
      thereto).

     

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

     

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

     

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

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Trust
      Administrator shall forward to each Person (with a copy to the Trustee) who
      at
      any time during the calendar year was a Holder of a Residual Certificate a
      statement setting forth the amount, if any, actually distributed with respect
      to
      the Residual Certificates, as appropriate, aggregated for such calendar year
      or
      applicable portion thereof during which such Person was a Certificateholder.
      Such obligation of the 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 Master Servicer receives timely reports as required from the
      Servicer.

     

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

     

    For
      each
      Distribution Date, the Trust Administrator shall calculate the Significance
      Percentage of the Interest Rate Cap Agreement and the Interest Rate Swap
      Agreement. If on any Distribution Date through and including the Distribution
      Date in December 2007, the Significance Percentage is equal to or greater than
      10%, the Trust Administrator shall promptly notify the Depositor and the Trust
      Administrator 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 and/or the Swap Provider, as applicable, as required by Item 1115
      of
      Regulation AB.

     

    
      	
              SECTION
                4.03  

            	
              Remittance
                Reports; P&I Advances.

            


    

     

    (a)  No
      later
      than 3:00 p.m. New York time on the third Business Day following the related
      Prepayment Period, the Servicer shall deliver to the Master Servicer and the
      Trust Administrator, in a mutually agreed upon electronic format or by such
      other means as the Servicer and the Trust Administrator agree upon containing
      such information regarding the Mortgage Loans as is needed by the Trust
      Administrator to perform its duties as set forth in Section 4.01 and 4.02
      hereof. Such Remittance Report will also include a delinquency report
      substantially in the form set forth in Exhibit M-1, the monthly remittance
      advance substantially in the form set forth in Exhibit M-2, and a realized
      loss
      report substantially in the form set forth in Exhibit M-3 (or in each case,
      such
      other format as mutually agreed to between the Servicer and the Trust
      Administrator and, to the extent that the Backup Servicer becomes the successor
      servicer, in the format set forth in Exhibit P-1, Exhibit P-2 and Exhibit
      P-3).  No later than three Business Days after the 15th day of
      each
      calendar month, the Servicer shall furnish to the Trust Administrator a monthly
      report containing such information regarding prepayments in full on Mortgage
      Loans during the applicable Prepayment Period in a format as mutually agreed
      to
      between the Servicer and the Trust Administrator.  Neither the Trustee
      nor the Trust Administrator shall be responsible to recompute, recalculate
      or
      verify any information provided to it by the Servicer.

     

    In
      addition, no later than the 18th day of
      each
      calendar month, the Servicer shall provide the Backup Servicer in a mutually
      agreed upon electronic format or by such other means as the Servicer and the
      Backup Servicer agree upon containing such information regarding the Mortgage
      Loans as is needed by the Backup Servicer to perform its duties as set forth
      in
      the Backup Servicing Agreement.  Each of the Master Servicer and the
      Trustee are hereby directed by the Depositor to enter into the Backup Servicing
      Agreement.

     

    (b)  With
      respect to any Mortgage Loan on which a Monthly Payment was due during the
      related Due Period and delinquent on the related Determination Date, the amount
      of the Servicer's P&I Advance will be equal to the amount of the Monthly
      Payment (net of the related Servicing Fee) that is delinquent as of the close
      of
      business on the related Determination Date.  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.

     

    The
      Servicer shall remit in immediately available funds to the Trust Administrator
      for deposit in the Distribution Account on or before 3:00 p.m. New York time
      (it
      being understood that such time shall not apply if the Backup Servicer is acting
      as the Successor Servicer) on the Servicer Remittance Date 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 no later
      than the close of business on the Business Day prior to the Distribution Date
      via email to the appropriate investor reporting contact of the Servicer (as
      well
      as the manager of the Servicer’s investor reporting group) in the event that the
      amount remitted by the Servicer to the Trust Administrator on such date is
      less
      than the P&I Advances required to be made by the Servicer for the related
      Distribution Date.

     

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

     

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

     

    (e)  In
      the
      event the Servicer fails to make any P&I Advance or Servicing Advance
      required to be made by it pursuant to this Section 4.03 and such failure is
      not
      remedied within the applicable cure period pursuant to Section 7.01(a)(vii),
      then, pursuant to Section 7.01(a), the Servicer will be terminated, and, in
      accordance with Sections 7.01(a) and 7.02, the Backup Servicer or another
      successor servicer shall be required to make such P&I Advance or Servicing
      Advance on the Distribution Date with respect to which the Servicer was required
      to make such P&I Advance or Servicing Advance, subject to the Backup
      Servicer’s determination of recoverability.  Neither the Servicer nor
      the Backup Servicer shall be required to make any P&I Advance or Servicing
      Advance to cover any Relief Act Interest Shortfall on any Mortgage
      Loan.  If the Backup Servicer is required to make any P&I Advance
      or Servicing Advance, such P&I Advance or Servicing Advance may be made by
      it in the manner set forth above.

     

    
      	
              SECTION
                4.04  

            	
              Allocation
                of Realized Losses.

            


    

     

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

     

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

     

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

     

    Any
      allocation of Realized Losses to a Mezzanine Certificate on any Distribution
      Date shall be made by reducing the Certificate Principal Balance thereof by
      the
      amount so allocated and any allocation of Realized Losses to a Class CE-1
      Certificate shall be made by reducing the amount otherwise payable in respect
      thereof pursuant to Section 4.01(a)(3).  No allocations of any
      Realized Losses shall be made to the Certificate Principal Balances of the
      Class
      A Certificates or the Class P Certificates.

     

    (c)  All
      Realized Losses on the Group I Mortgage Loans shall be allocated on each
      Distribution Date to REMIC I Regular Interest I-1-A through REMIC I Regular
      Interest I-46-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. All
      Realized Losses on the Group II Mortgage Loans shall be allocated on each
      Distribution Date to REMIC I Regular Interest II-1-A through REMIC I Regular
      Interest II-46-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)  The
      REMIC
      II Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
      shall be allocated by the Trust Administrator on each Distribution Date to
      the
      following REMIC 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.

     

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

     

    
      	
              SECTION
                4.05  

            	
              Compliance
                with Withholding Requirements.

            


    

     

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

     

    
      	
              SECTION
                4.06  

            	
              Net
                WAC Rate Carryover Reserve Account.

            


    

     

    (a)  No
      later
      than the Closing Date, the Trust Administrator shall establish and maintain
      a
      separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
      Account, Wells Fargo Bank, N.A., as Trust Administrator, in trust for the
      registered holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through
      Certificates, Series 2007-AMC4.”

     

    (b)  On
      each
      Distribution Date, the Trust Administrator has been directed by the Class CE-1
      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-1
      Certificateholders.  On each such Distribution Date, the Trust
      Administrator shall hold all such amounts for the benefit of the Holders of
      the
      Floating Rate Certificates, and shall distribute the aggregate Net WAC Rate
      Carryover Amount, if any, for such Distribution Date from the Net WAC Rate
      Carryover Reserve Account to the Holders of the Floating Rate Certificates
      in
      the amounts and priorities set forth in Section 4.01(g).

     

    (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-1 Certificates
      unless and until the date when either (a) there is more than one Class CE-1
      Certificateholder or (b) any Class of Certificates in addition to the Class
      CE-1
      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; provided, however, the Trust Administrator shall be
      entitled to additional reasonable compensation for such partnership tax filing
      and preparation from amounts on deposit in the Net WAC Rate Carryover Reserve
      Account to the extent such funds are available.  However, if such amounts
      are insufficient, the Depositor shall cover any remaining amounts owed to the
      Trust Administrator.  The Trust Administrator shall also be entitled
      to be reimbursed by the Depositor for any additional reasonable expenses it
      may
      incur from obtaining a Class CE-1 Certificateholder list from the Depository,
      which shall not exceed once per month per calendar year.  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-1 Interest and
      by
      REMIC IV to the Holder of the Class CE-1 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-1 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-1 Certificate, each Class CE-1 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-1 Certificateholders.  By accepting a Class
      CE-1 Certificate, each Class CE-1 Certificateholder further agrees that such
      direction is given for good and valuable consideration, the receipt and
      sufficiency of which is acknowledged by such acceptance.

     

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

     

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

     

    
      	
              SECTION
                4.07  

            	
              Exchange
                Commission Filings; Additional
                Information.

            


    

     

    (a)  (i)
      Within 15 days after each Distribution Date (subject to permitted extensions
      under the Exchange Act), the Trust Administrator shall, in accordance with
      industry standards, prepare and file with the Commission via the Electronic
      Data
      Gathering and Retrieval System (“EDGAR”), a distribution report on Form 10-D,
      signed by the Master Servicer, with a copy of the Monthly Statement to be
      furnished by the Trust Administrator to the Certificateholders for such
      Distribution Date attached thereto.  Any disclosure in addition to the
      Monthly Statement that is required to be included on Form 10-D (“Additional Form
      10-D Disclosure”) shall be reported by the parties set forth on Exhibit
      B  to the Depositor and the Trust Administrator and directed and
      approved by the Depositor pursuant to the following paragraph, and the Trust
      Administrator will have no duty or liability for any failure hereunder to
      determine or prepare any Additional Form 10-D Disclosure, except as set forth
      in
      the next paragraph.

     

    (ii)           As
      set forth on Exhibit B hereto, within 5 calendar days after the related
      Distribution Date, (i) the parties described on Exhibit B shall be required
      to
      provide to the Trust Administrator and to the Depositor, to the extent known
      by
      a Responsible Officer thereof, in EDGAR-compatible format, or in such other
      format as otherwise agreed upon by the Trust Administrator and such party,
      the
      form and substance of any Additional Form 10-D Disclosure, if applicable,
      together with an Additional Disclosure Notification in the form of Exhibit
      K
      hereto and (ii) the Depositor will approve, as to form and substance, or
      disapprove, as the case may be, the inclusion of the Additional Form 10-D
      Disclosure on Form 10-D.  The Trust Administrator has no duty under
      this Agreement to monitor or enforce the performance by the other parties listed
      on Exhibit B of their duties under this paragraph or proactively solicit or
      procure from such other parties any Additional Form 10-D Disclosure
      information.  The Depositor will be responsible for any reasonable
      fees and expenses assessed or incurred by the Trust Administrator in connection
      with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
      this
      paragraph.

     

    Form
      10-D
      requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.” The Depositor hereby represents to
      the Trust Administrator that the Depositor has filed all such required reports
      during the preceding 12 months and that it has been subject to such filing
      requirement for the past 90 days. The Depositor shall notify the Trust
      Administrator in writing, no later than the fifth calendar day after the related
      Distribution Date with respect to the filing of a report on Form 10-D, if the
      answer to either question should be “no.” The Trust Administrator shall be
      entitled to rely on such representations in preparing, executing and/or filing
      any such report.

     

    After
      preparing the Form 10-D, the Trust Administrator shall forward electronically
      a
      copy of the Form 10-D to the Depositor (provided that such Form 10-D includes
      any Additional Form 10-D Disclosure).  Within two Business Days after
      receipt of such copy, but no later than the 12th calendar
      day after
      the Distribution Date, the Depositor shall notify the Trust Administrator in
      writing (which may be furnished electronically) of any changes to or approval
      of
      such Form 10-D.  In the absence of receipt of any written changes or
      approval, the Trust Administrator shall be entitled to assume that such Form
      10-D is in final form and the Trust Administrator may proceed with the process
      for execution and filing of the Form 10-D.  A duly authorized
      representative of the Master Servicer shall sign each Form 10-D.  If a
      Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
      to be
      amended, the Trust Administrator will follow the procedures set forth in Section
      4.07(a)(vi).  Promptly (but no later than one Business Day) after
      filing with the Commission, the Trust Administrator will make available on
      its
      internet website a final executed copy of each Form 10-D filed by the Trust
      Administrator.  Each party to this Agreement acknowledges that the
      performance by each of the Master Servicer and the Trust Administrator of its
      duties under this Section 4.07(a)(ii) related to the timely preparation,
      execution and filing of Form 10-D is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 4.07(a)(ii).  The Depositor acknowledges that the performance
      by each of the Master Servicer and the Trust Administrator of its respective
      duties under this Section 4.07(a)(ii) related to the preparation and execution
      of Form 10-D is also contingent upon the Servicer, the Custodian and any
      Servicing Function Participant strictly observing deadlines no later than those
      set forth in this paragraph that are applicable to the parties to this Agreement
      in the delivery to the Trust Administrator of any necessary Additional Form
      10-D
      Disclosure.  Neither the Master Servicer nor the Trust Administrator
      shall have any liability for any loss, expense, damage or claim arising out
      of
      or with respect to any failure to properly prepare or execute and/or timely
      file
      such Form 10-D, where such failure results from the Trust Administrator’s
      inability or failure to obtain or receive, on a timely basis, any information
      from any other party hereto or any Servicing Function Participant needed to
      prepare, arrange for execution or file such Form 10-D, not resulting from its
      own negligence, bad faith or willful misconduct.  Notwithstanding
      anything contained herein, the Trust Administrator shall promptly notify the
      Depositor if a Form 10-D cannot be timely filed prior to the  related
      filing deadline.

     

    (iii)           Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, the Trust Administrator shall prepare and file on behalf of the
      Trust
      a Form 8-K, as required by the Exchange Act, provided that the Depositor shall
      file the initial Form 8-K in connection with the issuance of the
      Certificates.  Any disclosure or information related to a Reportable
      Event or that is otherwise required to be included on Form 8-K  (other
      than the initial Form 8-K) (“Form 8-K Disclosure Information”) shall be reported
      by the parties set forth on Exhibit B and, pursuant to the following paragraph,
      directed and approved by the Depositor, and the Trust Administrator will have
      no
      duty or liability for any failure hereunder to determine or prepare any Form
      8-K
      Disclosure Information or Form 8-K, except as set forth in the next
      paragraph.

     

    As
      set
      forth on Exhibit B hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than close of business (New York City
      time)
      on the 2nd Business Day after the occurrence of a Reportable Event (i) the
      parties set forth on Exhibit B shall be required pursuant to Section 4.07(a)(v)
      below to provide to the Trust Administrator and the Depositor, to the extent
      known by a Responsible Officer thereof, in EDGAR-compatible format, or in such
      other format as otherwise agreed upon by the Trust Administrator, the Depositor
      and such party, the form and substance of any Form 8-K Disclosure Information,
      if applicable, together with an Additional Disclosure Notification and (ii)
      the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Form 8-K Disclosure Information on Form
      8-K.  The Depositor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Trust Administrator in connection with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      Section.

     

    After
      preparing the Form 8-K, the Trust Administrator shall forward electronically
      a
      copy of the Form 8-K to the Depositor.  Promptly, but no later than
      the close of business on the third Business Day after the Reportable Event,
      the
      Depositor shall notify the Trust Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form
      8-K.  In the absence of receipt of any written changes or approval,
      the Trust Administrator shall be entitled to assume that such Form 8-K is in
      final form and the Trust Administrator may proceed with the process for
      execution and filing of the Form 8-K.  A duly authorized
      representative of the Master Servicer shall sign each Form 8-K.  If a
      Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to
      be
      amended, the Trust Administrator will follow the procedures set forth in Section
      4.07(a)(vi).  Promptly (but no later than one Business Day) after
      filing with the Commission, the Trust Administrator will make available on
      its
      internet website a final executed copy of each Form 8-K filed by the Trust
      Administrator.  The parties to this Agreement acknowledge that the
      performance by each of the Master Servicer and the Trust Administrator of its
      duties under this Section 4.07(a)(iii) related to the timely preparation,
      execution and filing of Form 8-K is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 4.07(a)(iii).  The Depositor acknowledges that the performance
      by each of the Master Servicer and the Trust Administrator of its duties under
      this Section 4.07(a)(iii) related to the preparation, execution and filing
      of
      Form 8-K is also contingent upon the Servicer, the Custodian and any Servicing
      Function Participant strictly observing deadlines no later than those set forth
      in this paragraph or in the Custodial Agreement, that are applicable to the
      parties to this Agreement or in the Custodial Agreement in the delivery to
      the
      Trust Administrator of any necessary Form 8-K Disclosure
      Information.  Neither the Master Servicer nor the Trust Administrator
      shall have any liability for any loss, expense, damage or claim arising out
      of
      or with respect to any failure to properly prepare, execute or timely file
      such
      Form 8-K, where such failure results from the Trust Administrator’s inability or
      failure to obtain or receive, on a timely basis, any information from the
      Servicer, the Custodian or any Servicing Function Participant (other than any
      Servicing Function Participant engaged by the Master Servicer or Trust
      Administrator) needed to prepare, arrange for execution or file such Form 8-K,
      not resulting from its own negligence, bad faith or willful
      misconduct.  Notwithstanding anything contained herein, the Trust
      Administrator shall promptly notify the Depositor if a Form 8-K cannot be timely
      filed prior to the  related filing deadline.

     

    (iv)           On
      or prior to the 90th day after the end of each fiscal year of the Trust or
      such
      earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
      (it being understood that the fiscal year for the Trust ends on December 31st
      of
      each year), commencing in March 2008, the Trust Administrator shall prepare
      and
      file on behalf of the Trust a Form 10-K, in form and substance as required
      by
      the Exchange Act.  Each such Form 10-K shall include the following
      items, in each case to the extent they have been delivered to the Trust
      Administrator within the applicable time frames set forth in this
      Agreement:

     

    (a)           an
      annual compliance statement for the Servicer, the Master Servicer, the Trust
      Administrator and any Servicing Function Participant engaged by such parties
      (each, a “Reporting Servicer”) as described under Section 3.20 of this
      Agreement, provided, however, that the Trust Administrator, at its
      discretion, may omit from the Form 10-K any annual compliance statement that
      is
      not required to be filed with such Form 10-K pursuant to Regulation
      AB;

     

    (b)           (A)
      the annual reports on assessment of compliance with Servicing Criteria for
      each
      Reporting Servicer, as described under Section 3.21 of this Agreement and (B)
      if
      each such Reporting Servicer’s report on assessment of compliance with Servicing
      Criteria identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if each such Reporting Servicer’s
      report on assessment of compliance with Servicing Criteria is not included
      as an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, provided, however,
      that the Trust Administrator, at its discretion, may omit from the Form 10-K
      any
      assessment of compliance or attestation report described in clause (c) below
      that is not required to be filed with such Form 10-K pursuant to Regulation
      AB;

     

    (c)           (A)
      the registered public accounting firm attestation report for each Reporting
      Servicer, as described under Section 3.21 of this Agreement and (B) if any
      registered public accounting firm attestation report identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any such registered public accounting firm attestation
      report is not included as an exhibit to such Form 10-K, disclosure that such
      report is not included and an explanation why such report is not included;
      and

     

    (d)           a
      Sarbanes-Oxley Certification as described in this Section
      4.07(a)(iv).

     

    Any
      disclosure or information in addition to (a) through (d) above that is required
      to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be
      reported by the parties set forth on Exhibit B to the Depositor and the Trust
      Administrator and directed and approved by the Depositor pursuant to the
      following paragraph, and the Trust Administrator will have no duty or liability
      for any failure hereunder to determine or prepare any Additional Form 10-K
      Disclosure, except as set forth in the next paragraph.

     

    As
      set
      forth on Exhibit B hereto, no later than March 15th (with no
      cure
      period) of each year that the Trust is subject to the Exchange Act reporting
      requirements, commencing in 2008, (i) the parties described on Exhibit B shall
      be required to provide to the Trust Administrator and to the Depositor, to
      the
      extent known by a Responsible Officer thereof,  in EDGAR-compatible
      format, or in such other format as otherwise agreed upon by the Trust
      Administrator and such party, the form and substance of any Additional Form
      10-K
      Disclosure, if applicable, together with an Additional Disclosure Notification,
      and (ii) the Depositor will approve, as to form and substance, or disapprove,
      as
      the case may be, the inclusion of the Additional Form 10-K Disclosure on Form
      10-K.  The Trust Administrator has no duty under this Agreement to
      monitor or enforce the performance by the other parties listed on Exhibit B
      of
      their duties under this paragraph or proactively solicit or procure from such
      other parties any Additional Form 10-K Disclosure information.  The
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Trust Administrator in connection with including any Additional
      Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

     

    Form
      10-K
      requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.” The Depositor hereby represents to
      the Trust Administrator that the Depositor has filed all such required reports
      during the preceding 12 months and that it has been subject to such filing
      requirement for the past 90 days. The Depositor shall notify the Trust
      Administrator in writing, no later than March 15th with respect to the filing
      of
      a report on Form 10-K, if the answer to either question should be “no.” The
      Trust Administrator shall be entitled to rely on such representations in
      preparing, executing and/or filing any such report.

     

    After
      preparing the Form 10-K, the Trust Administrator shall forward electronically
      a
      copy of the Form 10-K to the Depositor.  Within three Business Days
      after receipt of such copy, but no later than March 25th, the Depositor shall
      notify the Trust Administrator in writing (which may be furnished
      electronically) of any changes to or approval of such Form 10-K.  In
      the absence of receipt of any written changes or approval, the Trust
      Administrator shall be entitled to assume that such Form 10-K is in final form,
      and the Trust Administrator may proceed with the process for execution and
      filing of the Form 10-K.  A senior officer of the Master Servicer in
      charge of the master servicing function shall sign the Form 10-K (subject to
      the
      receipt by the Master Servicer of all required Back-up
      Certifications).  If a Form 10-K cannot be filed on time or if a
      previously filed Form 10-K needs to be amended, the Trust Administrator will
      follow the procedures set forth in Section 4.07(a)(vi).  Promptly (but
      no later than one Business Day) after filing with the Commission, the Trust
      Administrator will make available on its internet website a final executed
      copy
      of each Form 10-K filed by the Trust Administrator.  Notwithstanding
      the foregoing, if by the second Business Day prior to the 10-K Filing Deadline,
      the Trust Administrator determines that it will be unable to file the Form
      10-K
      by the 10-K Filing Deadline, the Trust Administrator will deliver the Form
      10-K
      and each of the items set forth in (iv)(a) through (d) above to the Depositor
      for filing. The Trust Administrator will then be relieved of any of its
      obligations to prepare and file such Form 10-K and the Trust Administrator
      shall
      not be liable if such Form 10-K is not filed by the 10-K Filing Deadline. The
      parties to this Agreement acknowledge that the performance by each of the Master
      Servicer and the Trust Administrator of its duties under this Section
      4.07(a)(iv) related to the timely preparation, execution and filing of Form
      10-K
      is contingent upon such parties strictly observing all applicable deadlines
      in
      the performance of their duties under this Section 4.07(a)(iv), Section 3.20
      and
      Section 3.21.  The Depositor acknowledges that the performance by each
      of the Master Servicer and the Trust Administrator of its duties under this
      Section 4.07(a)(iv) related to the timely preparation and execution of Form
      10-K
      is also contingent upon the Servicer, the Custodian (if a party to this
      Agreement) and any Servicing Function Participant strictly observing deadlines
      no later than those set forth in this paragraph that are applicable to the
      parties to this Agreement in the delivery to the Trust Administrator of any
      necessary Additional Form 10-K Disclosure, any annual statement of compliance
      and any assessment of compliance and attestation pursuant to this Agreement,
      the
      Custodial Agreement or any other applicable agreement.  Neither the
      Master Servicer nor the Trust Administrator shall have any liability for any
      loss, expense, damage or claim arising out of or with respect to any failure
      to
      properly prepare, execute and/or timely file such Form 10-K, where such failure
      results from the Trust Administrator’s inability or failure to obtain or
      receive, on a timely basis, any information from the Servicer, the Custodian
      or
      any Servicing Function Participant needed to prepare, arrange for execution
      or
      file such Form 10-K, not resulting from its own negligence, bad faith or willful
      misconduct.  Notwithstanding anything contained herein, the Trust
      Administrator shall promptly notify the Depositor if a Form 10-K cannot be
      timely filed prior to the related filing deadline.

     

    Each
      Form
      10-K shall include a Sarbanes-Oxley Certification, exactly as set forth in
      Exhibit H-1 attached hereto, required to be included therewith pursuant to
      the
      Sarbanes-Oxley Act.  The Servicer, the Master Servicer and the Trust
      Administrator shall provide, and each such party shall cause any Servicing
      Function Participant engaged by it to provide, to the Person who signs the
      Sarbanes-Oxley Certification (the “Certifying Person”), by March 15th
      (with no cure period) of each year in which the Trust is subject to the
      reporting requirements of the Exchange Act and otherwise within a reasonable
      period of time upon request, a certification (each, a “Back-Up
      Certification”), in the form attached hereto as Exhibit H-2, upon which the
      Certifying Person, the entity for which the Certifying Person acts as an
      officer, and such entity’s officers, directors and Affiliates (collectively with
      the Certifying Person, “Certification Parties”) can reasonably
      rely.  The senior officer of the Master Servicer in charge of the
      master servicing function shall serve as the Certifying Person on behalf of
      the
      Trust.  Such officer of the Certifying Person can be contacted by
      e-mail at cts.sec.notifications@wellsfargo.com or by facsimile at
      443-367-3307.  In the event any such party or any Servicing Function
      Participant engaged by such party is terminated or resigns pursuant to the
      terms
      of this Agreement, or any applicable sub-servicing agreement, as the case may
      be, such party shall provide a Back-Up Certification to the Certifying Person
      pursuant to this Section 4.07 (a)(iv) with respect to the period of time it
      was
      subject to this Agreement or any applicable sub-servicing agreement, as the
      case
      may be.  Notwithstanding the foregoing, (i) the Master Servicer and
      the Trust Administrator shall not be required to deliver a Back-Up Certification
      to each other if both are the same Person and the Master Servicer is the
      Certifying Person and (ii) the Master Servicer shall not be obligated to sign
      the Sarbanes-Oxley Certification in the event that it does not receive any
      Back-Up Certification required to be furnished to it pursuant to this section
      or
      any Servicing Agreement.

     

    (v)           With
      respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
      or any Form 8-K Disclosure Information (collectively, the “Additional
      Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
      include such Additional Information in the applicable Exchange Act report is
      subject to its receipt of such information from the entity that is indicated
      in
      Exhibit B as the responsible party for providing such information, if other
      than
      the Trust Administrator, as and when required as described in Section
      4.07(a)(ii) through (iv) above.  Each of the Master Servicer, the
      Servicer and the Depositor hereby agree to notify and to provide, to the extent
      known, to the Trust Administrator and the Depositor, all Additional Disclosure
      relating to the Trust Fund, with respect to which such party is the responsible
      party for providing that information, as indicated in Exhibit B
      hereof.  The Servicer shall be responsible for determining the pool
      concentration applicable to any Sub-Servicer or Originator at any time, for
      purposes of disclosure as required by Items 1108 and 1110 of Regulation
      AB.

     

    (vi)           On
      or 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 prepare and
      file a Form 15 Suspension Notification relating to the automatic suspension
      of
      reporting in respect of the Trust under the Exchange Act.

     

    In
      the
      event that the Trust Administrator is unable to timely file with the Commission
      all or any required portion of any Form 8-K, Form 10-D or Form 10-K required
      to
      be filed pursuant to this Agreement because required disclosure information
      was
      either not delivered to it or was delivered to it after the delivery deadlines
      set forth in this Agreement or for any other reason, the Trust Administrator
      will promptly electronically notify the Depositor.  In the case of
      Form 10-D and Form 10-K, the parties to this Agreement will cooperate to prepare
      and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant
      to Rule 12b-25 of the Exchange Act.  In the case of Form 8-K, the
      Trust Administrator will, upon receipt of all required Form 8-K Disclosure
      Information and upon the approval and direction of the Depositor, include such
      disclosure information on the next Form 10-D.  In the event that any
      previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended in
      connection with any Additional Form 10-D Disclosure (other than, in the case
      of
      Form 10-D, for the purpose of restating any Monthly Statement), Additional
      Form
      10-K Disclosure or Form 8-K Disclosure Information, the Trust Administrator
      will
      electronically notify the Depositor and such other parties to the transaction
      as
      are affected by such amendment, and such parties will cooperate to prepare
      any
      necessary Form 8-K/A, Form 10-D/A or Form 10-K/A.  Any Form 15, Form
      12b-25 (filed not in relation to Form 10-K or any amendment to Form 10-K) or
      any
      amendment to Form 8-K or Form 10-D shall be signed by a duly authorized
      representative, or senior officer in charge of master servicing, as applicable,
      of the Master Servicer. Any amendment to Form 10-K or Form 12b-25 filed in
      relation to Form 10-K or amendment to Form 10-K shall be signed by a duly
      authorized representative, or senior officer of the Depositor in charge of
      the
      securitization. The parties to this Agreement acknowledge that the performance
      by each of the Master Servicer and the Trust Administrator of its duties under
      this Section 4.07(a)(vi) related to the timely preparation, execution and filing
      of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K
      is contingent upon each such party performing its duties under this
      Section.  Neither the Master Servicer nor the Trust Administrator
      shall have any liability for any loss, expense, damage or claim arising out
      of
      or with respect to any failure to properly prepare, execute and/or timely file
      any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form
      10-K, where such failure results from the Trust Administrator’s inability or
      failure to obtain or receive, on a timely basis, any information from the
      Servicer, the Custodian or any Servicing Function Participant needed to prepare,
      arrange for execution or file such Form 15, Form 12b-25 or any amendments to
      Form 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad
      faith or willful misconduct.

     

    The
      Depositor agrees to promptly furnish to the Trust Administrator, from time
      to
      time upon request, such further information, reports and financial statements
      within its control related to this Agreement, and the Mortgage Loans as the
      Trust Administrator reasonably deems appropriate to prepare and file all
      necessary reports with the Commission. The Trust Administrator shall have no
      responsibility to file any items other than those specified in this Section
      4.07; provided, however, the Trust Administrator will cooperate with the
      Depositor in connection with any additional filings with respect to the Trust
      Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
      incurred by the Trust Administrator in connection with this Section 4.07 shall
      not be reimbursable from the Trust Fund.

     

    (b)  The
      Trust
      Administrator shall indemnify and hold harmless the Depositor, the Servicer
      and
      their officers, directors and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other costs and expenses arising out of or based upon
      (i) a
      breach of the Trust Administrator’s obligations under this Section 4.07 or the
      Trust Administrator’s negligence, bad faith or willful misconduct in connection
      therewith or (ii) any material misstatement or omission in the Annual Statement
      of Compliance and the Assessment of Compliance delivered by the Trust
      Administrator pursuant to Section 3.20 and Section 3.21.

     

    The
      Depositor shall indemnify and hold harmless the Trust Administrator, the Master
      Servicer, the Servicer and their respective officers, directors and affiliates
      from and against any losses, damages, penalties, fines, forfeitures, reasonable
      and necessary legal fees and related costs, judgments and other costs and
      expenses arising out of or based upon a breach of the obligations of the
      Depositor under this Section 4.07 or the Depositor’s negligence, bad faith or
      willful misconduct in connection therewith.

     

    The
      Master Servicer shall indemnify and hold harmless the Trust Administrator,
      the
      Depositor, the Servicer and their respective officers, directors and affiliates
      from and against any losses, damages, penalties, fines, forfeitures, reasonable
      and necessary legal fees and related costs, judgments and other costs and
      expenses arising out of or based upon (i) a breach of the obligations of the
      Master Servicer under this Section 4.07 or the Master Servicer’s negligence, bad
      faith or willful misconduct in connection therewith or (ii) any material
      misstatement or omission in the Annual Statement of Compliance delivered by
      the
      Master Servicer pursuant to Section 3.20 or the Assessment of Compliance
      delivered by the Master Servicer pursuant to Section 3.21.

     

    The
      Servicer shall indemnify and hold harmless the Master Servicer, Trust
      Administrator and the Depositor and their respective officers, directors and
      affiliates from and against any losses, damages, penalties, fines, forfeitures,
      reasonable and necessary legal fees and related costs, judgments and other
      costs
      and expenses arising out of or based upon (i) a breach of the obligations of
      the
      Servicer under this Section 4.07 and (ii) any material misstatement or omission
      in the Annual Statement of Compliance delivered by the Servicer pursuant to
      Section 3.20 or any Assessment of Compliance delivered by the Servicer pursuant
      to Section 3.21.

     

    Notwithstanding
      the provisions set forth in this Agreement, no Servicer shall be obligated
      to
      provide any indemnification or reimbursement hereunder to any other party for
      any losses, damages, penalties, fines, forfeitures, legal fees and expenses
      and
      related costs, judgments, and any other costs, fees and expenses that any of
      them may sustain which are indirect, consequential, punitive or special in
      nature.

     

    If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Depositor, the Master Servicer or the Trust Administrator, as
      applicable, then the defaulting party, in connection with a breach of its
      respective obligations under this Section 4.07 or its respective negligence,
      bad
      faith or willful misconduct in connection therewith, agrees that it shall
      contribute to the amount paid or payable by the other parties as a result of
      the
      losses, claims, damages or liabilities of the other party in such proportion
      as
      is appropriate to reflect the relative fault and the relative benefit of the
      respective parties.

     

    (c)  Nothing
      shall be construed from the foregoing subsections (a) and (b) to require the
      Trust Administrator or any officer, director or Affiliate thereof to sign any
      Form 10-K or any certification contained therein.  Furthermore, the
      inability of the Trust Administrator to file a Form 10-K as a result of the
      lack
      of required information as set forth in Section 4.07(a) or required signatures
      on such Form 10-K or any certification contained therein shall not be regarded
      as a breach by the Trust Administrator of any obligation under this
      Agreement.

     

    (d)  Notwithstanding
      the provisions of Section 11.01, this Section 4.07 may be amended without the
      consent of the Certificateholders.

     

    
      	
              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,
      “Wells Fargo Bank, N.A, as Cap Trustee, in trust for the registered holders
      of
      Citigroup Mortgage Loan Trust 2007-AMC4, Asset-Backed Certificates, Series
      2007-AMC4—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-1 Certificates unless and until the
      date when either (a) there is more than one Class CE-1 Certificateholder or
      (b)
      any Class of Certificates in addition to the Class CE-1 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; provided, however, the Trust Administrator
      shall
      be entitled to additional reasonable compensation for such partnership tax
      filing and preparation from amounts on deposit in Cap Account to the extent
      such
      funds are available.  However, if such amounts are insufficient, the
      Depositor shall cover any remaining amounts owed to the Trust
      Administrator.  The Trust Administrator shall also be entitled to be
      reimbursed by the Depositor for any additional reasonable expenses it may incur
      from obtaining a Class CE-1 Certificateholder list from the Depository, which
      shall not exceed once per month per calendar year.  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-1 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-1 Certificate, each Class CE-1 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, Wells Fargo Bank, 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-AMC4.”  Such account shall be an Eligible Account and funds on
      deposit therein shall be held separate and apart from, and shall not be
      commingled with, any other moneys, including, without limitation, other moneys
      of the Trust Administrator held pursuant to this Agreement.  Amounts
      therein shall be held uninvested.

     

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

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from the Holder of the Class CE-1 Certificates unless and
      until the date when either (a) there is more than one Class CE-1
      Certificateholder or (b) any Class of Certificates in addition to the Class
      CE-1
      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; provided, however, the Trust Administrator
      shall be entitled to additional reasonable compensation for such
      partnership tax filing and preparation from amounts on deposit in the Swap
      Account to the extent such funds are available.  However, if such amounts
      are insufficient, the Depositor shall cover any remaining amounts owed to the
      Trust Administrator.  The Trust Administrator shall also be entitled
      to be reimbursed by the Depositor for any additional reasonable expenses it
      may
      incur from obtaining a Class CE-1 Certificateholder list from the Depository,
      which shall not exceed once per month per calendar year.  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-1 Certificates.
      Pursuant to each such notional principal contract, all Holders of Certificates
      (other than the Class P, Class CE-1, Class CE-2, 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-1 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-1 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-1, Class CE-2, 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-1, Class CE-2, 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  

            	
              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, Wells Fargo Bank, N.A., as Interest Rate Cap Custodian
      for
      registered Certificateholders of Citigroup Mortgage Loan Trust 2007-AMC4,
      Asset-Backed Pass-Through Certificates, Series 2007-AMC4.”

     

    The
      Interest Rate Cap Custodian shall credit to the Interest Rate Cap Collateral
      Account all collateral (whether in 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 earnings
      thereon on deposit in the Interest Rate Cap Collateral Account in accordance
      with the Interest Rate Cap Credit Support Annex.

     

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

     

    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.

     

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

     

    (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 “Interest Rate Cap Collateral Account, Wells Fargo
      Bank, N.A., as Interest Rate Cap Custodian for registered Certificateholders
      of
      Citigroup Mortgage Loan Trust 2007-AMC4, Asset-Backed Pass-Through Certificates,
      Series 2007-AMC4.”

     

    The
      Swap
      Custodian shall credit to Swap Collateral Account all collateral (whether in
      the
      form of cash or securities) posted by the Swap Provider to secure the
      obligations of the Swap Provider in accordance with the terms of the Interest
      Rate Swap Agreement.  Except for investment earnings, the 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 Swap Provider in accordance with the Swap Credit
      Support Annex shall be invested at the direction of the 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 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 Sawp 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
      Swap Provider to provide timely written direction.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Interest Rate Swap Agreement) with respect to the 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 Swap Provider, and, in either such
      case,
      unless the 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 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
      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
                4.11  

            	
              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 notice of such failure, breach or
      event, notify the Depositor and send any notices and make any demands, on behalf
      of the Cap Trust, required to enforce the rights of the 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 notice of the Interest Rate Cap
      Provider’s failure to pay, demand that the Guarantor make any and all payments
      then required to be made by the Guarantor pursuant to such Guaranty by no later
      than 12:00 noon, New York time on the related Distribution Date; 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 or legal expenses) 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 and with the cooperation 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 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 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 such failure, breach
      or event, notify the Depositor and send any notices and make any demands, on
      behalf of the Supplemental Interest Trust, required to enforce the rights of
      the
      Supplemental Interest Trust under the Interest Rate Swap Agreement.

     

    In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Interest Rate Swap Agreement (such guaranty the
      “Guaranty” and such third party the “Guarantor”), then to the extent that the
      Swap Provider fails to make any payment by the close of business on the day
      it
      is required to make payment under the terms of the Interest Rate Swap Agreement,
      the Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
      shall, promptly following actual notice of the Swap Provider’s failure to pay,
      demand that the Guarantor make any and all payments then required to be made
      by
      the Guarantor pursuant to such Guaranty by no later than 12:00 noon, New York
      time on the related Distribution Date; provided, that the Trust Administrator
      (in its capacity as Supplemental Interest Trust Trustee) shall in no event
      be
      liable for any failure or delay in the performance by the Swap Provider or
      any
      Guarantor of its obligations hereunder or pursuant to the Interest Rate Swap
      Agreement and the Guaranty, nor for any special, indirect or consequential
      loss
      or damage of any kind whatsoever (including but not limited to lost profits
      or
      legal expenses) 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 and with
      the
      cooperation 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 Swap Provider in connection with such early
      termination, the Trust Administrator (in its capacity as Supplemental Interest
      Trust Trustee) will apply such termination payment to any upfront payment
      required to appoint the successor swap provider.  If the Trust
      Administrator (in its capacity as Supplemental Interest Trust Trustee) is
      required to pay a termination payment to the Swap Provider in connection with
      such early termination, the Trust Administrator (in its capacity as Supplemental
      Interest Trust Trustee) will apply any upfront payment received from the
      successor swap provider to pay such termination payment.

     

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

     

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

     

    
      	
              SECTION
                4.12  

            	
              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.

     

    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    
      	
              SECTION
                5.01  

            	
              The
                Certificates.

            


    

     

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

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-20.  The Certificates of each Class will be issuable in
      registered form only, in denominations of authorized Percentage Interests as
      described in the definition thereof. Each Certificate will share ratably in
      all
      rights of the related Class.

     

    Upon
      original issue, the Certificates shall be executed, 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, the Master Servicer and the Trust Administrator, any other transfer
      agent (including the Depository or any successor Depository) to act as
      Book-Entry Custodian under such conditions as the predecessor Book-Entry
      Custodian and the Depository or any successor Depository may prescribe, provided
      that the predecessor Book-Entry Custodian shall not be relieved of any of its
      duties or responsibilities by reason of any such appointment of other than
      the
      Depository.  If the Trust Administrator resigns or is removed in
      accordance with the terms hereof, the successor trust administrator or, if
      it so
      elects, the Depository shall immediately succeed to its predecessor’s duties as
      Book-Entry Custodian. The Depositor shall have the right to inspect, and to
      obtain copies of, any Certificates held as Book-Entry Certificates by the
      Book-Entry Custodian.

     

    The
      Trustee, the Trust Administrator, the Master Servicer, 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 the Servicer Event of Default or Master Servicer
      Event of Default, Certificate Owners representing in the aggregate not less
      than
      51% of the Ownership Interests of the Book-Entry Certificates advise the Trust
      Administrator 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 Master Servicer, the Trust Administrator or the Trustee shall
      be liable for any delay in the delivery of such instructions and may
      conclusively rely on, and shall be protected in relying on, such instructions.
      Upon the issuance of Definitive Certificates all references herein to
      obligations imposed upon or to be performed by the Depository shall be deemed
      to
      be imposed upon and performed by the Trust Administrator, to the extent
      applicable with respect to such Definitive Certificates, and the Trust
      Administrator shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder.

     

    
      	
              SECTION
                5.02  

            	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

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

     

    (b)  No
      transfer of any Private Certificate shall be made unless that transfer is made
      pursuant to an effective registration statement under the Securities Act of
      1933, as amended (the “1933 Act”), and effective registration or qualification
      under applicable state securities laws, or is made in a transaction that does
      not require such registration or qualification. In the event that such a
      transfer of a Private Certificate is to be made without registration or
      qualification (other than in connection with (i) the initial transfer of any
      such Certificate by the Depositor to an Affiliate of the Depositor or, in the
      case of the Residual Certificates, the first transfer by an Affiliate of the
      Depositor, (ii) the transfer of any such Class CE-1, Class CE-2, 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-1, Class CE-2, 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
      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 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 Master Servicer, 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 Master Servicer, 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 Master
      Servicer, 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 Trust Administrator 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 Residual Certificate or Class CE-2 Certificate or any interest
      therein shall be made to any Plan subject to ERISA or Section 4975 of the Code,
      any Person acting, directly or indirectly, on behalf of any such Plan or any
      Person acquiring such Certificates with “Plan Assets” of a Plan within the
      meaning of the Department of Labor regulation promulgated at 29 C.F.R. §
2510.3-101, as modified by Section 3(42) of ERISA (“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 Master
      Servicer, 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 Master 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 Master Servicer, 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 Certificate to the issuer under the Indenture or the
      indenture trustee under the Indenture or (iii) a transfer of any such
      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
      Floating Rate Certificate, Class CE-1 Certificate or Class P Certificate or
      any
      interest therein, shall represent or be deemed to have represented, by virtue
      of
      its acquisition or holding of such Certificate or interest therein, that either
      (i) it is not a Plan or (ii) (A) it is an accredited investor within the meaning
      of Prohibited Transaction Exemption (“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 CE-1 Certificate or Class P
      Certificate, PTCE 84-14, 91-38, 90-1 or 96-23.

     

    Each
      beneficial owner of a Mezzanine Certificate, Class CE-1 Certificate or Class
      P
      Certificate or any interest therein that 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 investor, (ii) except in
      the
      case of a Class CE-1 Certificate or Class P Certificate, it has acquired and
      is
      holding such Certificate in reliance on the Underwriters’ Exemption, and it
      understands that there are certain conditions to the availability of the
      Underwriters’ Exemption, including that such Certificate must be rated, at the
      time of purchase, not lower than “BBB-” (or its equivalent) by S&P, Fitch
      Ratings, Dominion Bond Rating Service Limited (known as DBRS Limited), Dominion
      Bond Rating Service, Inc. (known as DBRS, Inc.) or Moody’s and the Certificates
      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
      Private Certificate or Mezzanine Certificate or any interest therein is acquired
      or held in violation of the provisions of the preceding two paragraphs, the
      next
      preceding permitted beneficial owner will be treated as the beneficial owner
      of
      that Certificate retroactive to the date of transfer to the purported beneficial
      owner. Any purported beneficial owner whose acquisition or holding of any such
      Certificate or interest therein was effected in violation of the provisions
      of
      the preceding two paragraphs shall indemnify and hold harmless the Depositor,
      the Servicer, the Trustee, the Master Servicer, 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, 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 an 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 four separate Certificates, each representing such Holder’s
      respective Percentage Interest in the Class R-IV Interest, the Class R-V
      Interest, the Class R-VI Interest and the Class R-VII 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 Master Servicer, 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 Master Servicer, the Servicer, the
      Trustee, the Trust Administrator or any agent of any of them shall be affected
      by notice to the contrary.

     

    
      	
              SECTION
                5.05  

            	
              Certain
                Available Information.

            


    

     

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

     

    ARTICLE
      VI


     

    THE
      DEPOSITOR, THE MASTER SERVICER AND THE SERVICERS

     

    
      	
              SECTION
                6.01  

            	
              Liability
                of the Depositor, the Master Servicer and the
                Servicer.

            


    

     

    The
      Servicer and the Master 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 and the Master Servicer, as applicable,
      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, the Master Servicer 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, each
      of
      the Servicer and the Master Servicer will keep in full effect its existence,
      rights and franchises as a corporation under the laws of the jurisdiction of
      its
      incorporation and its qualification as an approved conventional seller/servicer
      for Fannie Mae or Freddie Mac in good standing. The Depositor, the Master
      Servicer 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, the Master Servicer, 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, the Master Servicer or the Servicer shall be a party,
      or
      any Person succeeding to the business of the Depositor, the Master Servicer
      or
      the Servicer, shall be the successor of the Depositor, the Master Servicer
      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).  Notwithstanding the foregoing, such successor Servicer
      shall be acceptable to the Servicing Rights Owner.

     

    
      	
              SECTION
                6.03  

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

            


    

     

    None
      of
      the Depositor, the Master Servicer, the Servicer (and any Sub-Servicer), the
      Backup Servicer or any of the directors, officers, employees or agents of the
      Depositor, the Master Servicer, the Servicer (and any Sub-Servicer) or the
      Backup Servicer shall be under any liability to the Trust Fund or the
      Certificateholders for any action taken or for refraining from the taking of
      any
      action in good faith pursuant to this Agreement or the related Sub-Servicing
      Agreement, as applicable, or for errors in judgment; provided, however, that
      this provision shall not protect the Depositor, the Master Servicer, the
      Servicer (and any Sub-Servicer) or the Backup Servicer 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 Master Servicer,
      the
      Servicer (and any Sub-Servicer), the Backup Servicer and any director, officer,
      employee or agent of the Depositor, the Master Servicer, the Servicer or the
      Backup Servicer may rely in good faith on any document of any kind which,
prima facie, is properly executed and submitted by any Person
      respecting any matters arising hereunder or the related Sub-Servicing Agreement,
      as applicable.

     

    The
      Depositor, the Master Servicer, the Servicer (and any Sub-Servicer), the Backup
      Servicer and any director, officer, employee or agent of the Depositor, the
      Master Servicer, the Servicer (and any Sub-Servicer) or the Backup Servicer
      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 Master Servicer, the Servicer (and any Sub-Servicer) or
      the
      Backup Servicer shall be under any obligation to appear in, prosecute or defend
      any legal action unless such action is related to its respective duties under
      this Agreement 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 Master Servicer, the Servicer (and any
      Sub-Servicer) and the Backup Servicer 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 Master Servicer, the Servicer (and any Sub-Servicer) or the Backup
      Servicer acts without the consent of Holders of Certificates entitled to at
      least 51% of the Voting Rights (which consent shall not be necessary in the
      case
      of litigation or other legal action by either to enforce their respective rights
      or defend themselves hereunder 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 Master Servicer, the Servicer (and any Sub-Servicer)
      and
      the Backup Servicer shall be entitled to be reimbursed therefor from the
      Collection Account or Distribution Account, as applicable, as and to the extent
      provided in Section 3.11 or Section 3A.12 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 or Distribution Account. The Master Servicer’s,
      the Trust Administrator’s, the Servicer’s or the Backup Servicer’s right to
      indemnity or reimbursement pursuant to this Section shall survive any
      termination of this Agreement, any resignation or termination of the Master
      Servicer, the Trust Administrator, the Servicer or the Backup Servicer pursuant
      to Section 6.04 or 7.01 with respect to any losses, expenses, costs or
      liabilities arising prior to such resignation or termination (or arising from
      events that occurred prior to such resignation or termination).

     

    
      	
              SECTION
                6.04  

            	
              Limitation
                on Resignation of the Servicer; Servicing Rights Owner Termination
                Options; Assignment of Master
                Servicing.

            


    

     

    (a)  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, (ii) with the written consent of the Trustee
      and the Trust Administrator, which consent may not be unreasonably withheld,
      with written confirmation from the Rating Agencies (which confirmation shall
      be
      furnished to the Depositor, the Master Servicer, 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 (including the Backup Servicer) has agreed to assume the
      duties and obligations of the Servicer hereunder or (iii) by mutual consent
      of
      the Servicer and the Servicing Rights Owner, in the case of the Backup Servicer
      or any other successor servicer, upon 30 days prior written notice from the
      Servicing Rights Owner directing it to resign. 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, the Master Servicer,
      and the Trust Administrator and the Servicing Rights Owner. No resignation
      of
      the Servicer shall become effective until the Successor Servicer, in accordance
      with Section 7.02 hereof, 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.

     

    Notwithstanding
      the foregoing, the obligations and responsibilities of the Servicer created
      hereby shall be terminated without cause upon 30 days’ written notice from the
      Servicing Rights Owner to the Servicer, the Trustee, the Master Servicer, the
      Trust Administrator, the Backup Servicer and the Rating Agencies; provided,
      however, if the Servicer is terminated pursuant to this Section 6.04, (i) it
      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, Servicing Advances or otherwise and (ii) it shall
      not be responsible for the payment of any Servicing Transfer Costs (and such
      Servicing Transfer Costs shall be payable by the Trust Fund).

     

    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.

     

    (b)  The
      Master Servicer may sell, assign or delegate its rights, duties and obligations
      as Master Servicer under this Agreement in their entirety; provided, however,
      that:  (i) the purchaser or transferee accepting such sale, assignment
      and delegation (a) shall be a Person qualified to service mortgage loans for
      Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than
      $50,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
      (ii) below); and (c) shall execute and deliver to the Trustee an agreement,
      in
      form and substance reasonably satisfactory to the Trustee, which contains an
      assumption by such Person of the due and punctual performance and observance
      of
      each covenant and condition to be performed or observed by it as master servicer
      under this Agreement from and after the effective date of such assumption
      agreement; (ii) each Rating Agency shall be given prior written notice of the
      identity of the proposed successor to the Master Servicer and shall confirm
      in
      writing to the Master Servicer and the Trustee that any such sale, assignment
      or
      delegation would not result in a withdrawal or a downgrading of the rating
      on
      any Class of Certificates in effect immediately prior to such sale, assignment
      or delegation; and (iii) the Master Servicer shall deliver to the Trustee an
      Officers’ Certificate and an Opinion of Counsel, each stating that all
      conditions precedent to such action under this Agreement have been fulfilled
      and
      such action is permitted by and complies with the terms of this
      Agreement.  No such sale, assignment or delegation shall affect any
      liability of the Master Servicer arising prior to the effective date
      thereof.

     

    
      	
              SECTION
                6.05  

            	
              Successor
                Master Servicer.

            


    

     

    In
      connection with the appointment of any successor Master Servicer or the
      assumption of the duties of the Master Servicer, the Depositor or the Trustee
      may make such arrangements for the compensation of such successor Master
      Servicer out of payments on the Mortgage Loans as the Depositor or the Trustee
      and such successor Master Servicer shall agree. If the successor Master Servicer
      does not agree that such market value is a fair price, such successor Master
      Servicer shall obtain two quotations of market value from third parties actively
      engaged in the master servicing of single-family mortgage
      loans.  Notwithstanding the foregoing, the compensation payable to a
      successor Master Servicer may not exceed the compensation which the Master
      Servicer would have been entitled to retain if the Master Servicer had continued
      to act as Master Servicer hereunder.

     

    
      	
              SECTION
                6.06  

            	
              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 Master Servicer, 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
      Master Servicer, 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 Master Servicer, 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 Master Servicer, the
      Trustee, the Trust Administrator or the Trust Fund, and in either case, the
      Depositor, the Master Servicer, 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 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
                6.07  

            	
              Duties
                of the Credit Risk Manager.

            


    

     

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

     

    
      	
              SECTION
                6.08  

            	
              Limitation
                Upon Liability of the Credit Risk
                Manager.

            


    

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      the
      Master Servicer, the Trust Administrator, the Servicer 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 or the Master 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
      or
      the Master Servicer pursuant to the applicable Credit Risk Management Agreement
      in the performance of its duties thereunder and hereunder.

     

    
      	
              SECTION
                6.09  

            	
              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 and Master Servicer Events of
                Termination.

            


    

     

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

     

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

     

    (ii)  any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      contained in this Agreement (other than the agreements of the Servicer contained
      in Section 3.20 and Section 3.21), or the breach by the Servicer of any
      representation and warranty contained in Section 2.05 which continues unremedied
      for a period of 45 days (or if such failure or breach cannot be remedied within
      45 days, then such remedy shall have been commenced within 45 days and
      diligently pursued thereafter; provided, however, that in no event shall such
      failure or breach be allowed to exist for a period of greater than 60 days)
      after the earlier of (i) the date on which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Servicer by
      the
      Depositor, the Trust Administrator or the Trustee, or to the Servicer, the
      Depositor, the Trust Administrator and the Trustee by the Holders of
      Certificates entitled to at least 25% of the Voting Rights and (ii) actual
      knowledge of such failure by a Servicing Officer; or

     

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

     

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

     

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

     

    (vi)  any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      contained in this Agreements or timely comply with is obligations pursuant
      to
      Section 3.20, Section 3.21 or Section 4.07 hereof, or, to the extent that the
      Backup Servicer is acting as the Successor Servicer, any failure of the Backup
      Servicer to comply with the terms of the Addendum Regulation AB; or

     

    (vii)  any
      failure of the Servicer to make any P&I Advance by 5:00 New York time (it
      being understood that such time shall not apply if the Backup Servicer is acting
      as the Successor Servicer) on the Business Day immediately preceding the related
      Distribution Date.

     

    If
      the
      Servicer Event of Default described in clauses (i) through (vi) of this Section
      shall occur and be continuing, then, and in each and every such case, so long
      as
      the Servicer Event of Default shall not have been remedied, the Depositor,
      the
      Master Servicer, the Trust Administrator or the Trustee may, and at the written
      direction of the Holders of Certificates entitled to at least 51% of Voting
      Rights, the Trustee or the Master Servicer shall, by notice in writing to the
      Servicer, the Backup Servicer and the Servicing Rights Owner (and to the
      Depositor and the Trust Administrator if given by the Trustee or to the Trustee
      and the Trust Administrator if given by the Depositor), terminate all of the
      rights and obligations of the Servicer in its capacity as the Servicer under
      this Agreement, to the extent permitted by law, and in and to the Mortgage
      Loans
      and the proceeds thereof. If the Servicer Event of Default described in clause
      (vii) hereof shall occur and shall not have been remedied during the applicable
      time period set forth in clause (vii) above, the Trust Administrator shall,
      by
      notice in writing to the Servicer, the Master Servicer, the Depositor, the
      Backup Servicer and the Servicing Rights Owner, terminate all of the rights
      and
      obligations of the Servicer in its capacity as the Servicer under this Agreement
      and in and to the Mortgage Loans and the proceeds thereof. On or after the
      receipt by the Servicer of such written notice, all authority and power of
      the
      Servicer under this Agreement, whether with respect to the Certificates (other
      than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
      pass to and be vested in the Successor Servicer pursuant to and under this
      Section and, without limitation, the Successor Servicer 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 Successor Servicer 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 Successor Servicer 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
      Successor Servicer 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
      the
      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 the 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.

     

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

     

    (i)  the
      Master Servicer fails to cause to be deposited in the Distribution Account
      any
      amount so required to be deposited pursuant to this Agreement (other than an
      Advance), and such failure continues unremedied for a period of three Business
      Days after the date upon which written notice of such failure, requiring the
      same to be remedied, shall have been given to the Master Servicer;
      or

     

    (ii)  the
      Master Servicer fails to observe or perform in any material respect any other
      material covenants and agreements set forth in this Agreement to be performed
      by
      it, which covenants and agreements materially affect the rights of
      Certificateholders, and such failure continues unremedied for a period of 60
      days after the date on which written notice of such failure, properly requiring
      the same to be remedied, shall have been given to the Master Servicer by the
      Trustee or to the Master Servicer and the Trustee by the Holders of Certificates
      evidencing not less than 25% of the Voting Rights; or

     

    (iii)  there
      is
      entered against the Master Servicer a decree or order by a court or agency
      or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a conservator, receiver or liquidator in any insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the winding
      up or liquidation of its affairs, and the continuance of any such decree or
      order is unstayed and in effect for a period of 60 consecutive days, or an
      involuntary case is commenced against the Master Servicer under any applicable
      insolvency or reorganization statute and the petition is not dismissed within
      60
      days after the commencement of the case; or

     

    (iv)  the
      Master Servicer consents to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings of or relating to the Master Servicer or
      substantially all of its property; or the Master Servicer admits in writing
      its
      inability to pay its debts generally as they become due, files a petition to
      take advantage of any applicable insolvency or reorganization statute, makes
      an
      assignment for the benefit of its creditors, or voluntarily suspends payment
      of
      its obligations; or

     

    (v)  the
      Master Servicer assigns or delegates its duties or rights under this Agreement
      in contravention of the provisions permitting such assignment or delegation
      under Section 6.05; or

     

    (vi)  any
      failure of the Master Servicer to make any Advance (other than a Nonrecoverable
      Advance) required to be made from its own funds pursuant to Section 4.03 by
      5:00 p.m. New York time on the Business Day prior to the applicable Distribution
      Date.

     

    In
      each
      and every such case, so long as such Master Servicer Event of Default with
      respect to the Master Servicer shall not have been remedied, either the Trustee,
      the NIMS Insurer or the Holders of Certificates evidencing not less than 51%
      of
      the Voting Rights, by notice in writing to the Depositor, the Master Servicer
      (and to the Trustee if given by such Certificateholders), with a copy to the
      Rating Agencies, may terminate all of the rights and obligations (but not the
      liabilities) of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and/or the REO Property master serviced by the Master Servicer
      and the proceeds thereof. Upon the receipt by the Master Servicer of the written
      notice, all authority and power of the Master Servicer under this Agreement,
      whether with respect to the Certificates, the Mortgage Loans, REO Property
      or
      under any other related agreements (but only to the extent that such other
      agreements relate to the Mortgage Loans or related REO Property) shall, subject
      to Section 7.04, automatically and without further action pass to and be
      vested in the Trustee pursuant to this Section 7.01(b); and, without
      limitation, the Trustee is hereby authorized and empowered to execute and
      deliver, on behalf of the Master Servicer as attorney-in-fact or otherwise,
      any
      and all documents and other instruments and to do or accomplish all other acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The Master Servicer
      agrees to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s rights and obligations hereunder, including, without limitation, the
      transfer to the Trustee of (i) the property and amounts which are then or should
      be part of the Trust Fund or which thereafter become part of the Trust Fund;
      and
      (ii) originals or copies of all documents of the Master Servicer reasonably
      requested by the Trustee to enable it to assume the Master Servicer’s duties
      thereunder. In addition to any other amounts which are then, or, notwithstanding
      the termination of its activities under this Agreement, may become payable
      to
      the Master Servicer under this Agreement, the Master Servicer shall be entitled
      to receive, out of any amount received on account of a Mortgage Loan or related
      REO Property, that portion of such payments which it would have received as
      reimbursement under this Agreement if notice of termination had not been given.
      The termination of the rights and obligations of the Master Servicer shall
      not
      affect any obligations incurred by the Master Servicer prior to such
      termination.

     

    Notwithstanding
      the foregoing, if a Master Servicer Event of Default described in clause (vi)
      of
      this Section 7.01(b) shall occur, the Trustee shall, by notice in writing
      to the Master Servicer, which may be delivered by telecopy, immediately
      terminate all of the rights and obligations of the Master Servicer thereafter
      arising under this Agreement, but without prejudice to any rights it may have
      as
      a Certificateholder or to reimbursement of Advances and other advances of its
      own funds, and the Trustee shall act as provided in Section 7.04 to carry
      out the duties of the Master Servicer, including the obligation to make any
      Advance the nonpayment of which was a Master Servicer Event of Default described
      in clause (vi) of this Section 7.01(b). Any such action taken by the
      Trustee must be prior to the distribution on the relevant Distribution
      Date.

     

    
      	
              SECTION
                7.02  

            	
              Successor
                Servicer to Act; Appointment of Successor
                Servicer.

            


    

     

    (a)  On
      and
      after the time the Servicer receives a notice of termination, the Successor
      Servicer 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
      Successor Servicer 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 Successor Servicer is prohibited by law or regulation
      from
      obligating itself to make advances regarding delinquent mortgage loans, then
      the
      Successor Servicer 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 Successor
      Servicer as successor to the Servicer hereunder. It is understood  and
      acknowledged by the parties hereto that there will be a period of transition
      (not to exceed 30 days with respect to the Backup Servicer, or 90 days with
      respect to the Master Servicer or the Trustee) before the transition of
      servicing obligations is fully effective. As compensation therefor, the
      Successor Servicer shall be entitled to the Servicing Fee 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 Successor Servicer 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
      Successor Servicer 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. The Backup Servicer shall acknowledge and
      be
      subject to the Servicing Rights of the Servicing Rights Owner; provided that
      the
      Servicing Rights Owner shall give the Backup Servicer at least 30 days prior
      written notice before exercising its right to terminate the Servicer or transfer
      the servicing to another servicer. 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 Successor
      Servicer 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 Master Servicer, 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 Successor Servicer 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 Successor Servicer 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
      Successor Servicer 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  

            	
              Trustee
                to Act; Appointment of Successor Master
                Servicer.

            


    

     

    (a)  Upon
      the
      receipt by the Master Servicer of a notice of termination pursuant to
      Section 7.01(b) or an Opinion of Counsel rendered by Independent counsel
      pursuant to Section 6.05(b) to the effect that the Master Servicer is
      legally unable to act or to delegate its duties to a Person which is legally
      able to act, the Trustee shall automatically become the successor in all
      respects to the Master Servicer in its capacity under this Agreement and the
      transactions set forth or provided for herein and shall thereafter be subject
      to
      all the responsibilities, duties, liabilities and limitations on liabilities
      relating thereto placed on the Master Servicer by the terms and provisions
      hereof; provided, however, that the Trustee (i) shall have no obligation
      whatsoever with respect to any liability (other than Advances deemed recoverable
      and not previously made) incurred by the Master Servicer at or prior to the
      time
      of termination and (ii) shall not be obligated to perform any obligation of
      the
      Master Servicer under Section 3.20 or 3.21 with respect to any period of time
      during which the Trustee was not the Master Servicer. As compensation therefor,
      but subject to Section 6.05, the Trustee shall be entitled to compensation
      which the Master Servicer would have been entitled to retain if the Master
      Servicer had continued to act hereunder, except for those amounts due the Master
      Servicer as reimbursement permitted under this Agreement for advances previously
      made or expenses previously incurred. Notwithstanding the above, the Trustee
      may, if it shall be unwilling so to act, or shall, if it is legally unable
      so to
      act, appoint or petition a court of competent jurisdiction to appoint, any
      established housing and home finance institution which is a Fannie Mae- or
      Freddie Mac-approved servicer and with respect to a successor to the Master
      Servicer only, having a net worth of not less than $50,000,000, as the successor
      to the Master Servicer hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Master Servicer hereunder;
      provided, that the Trustee shall obtain a letter or other evidence each Rating
      Agency that the ratings, if any, on each of the Certificates will not be lowered
      as a result of the selection of the successor to the Master Servicer. Pending
      appointment of a successor to the Master Servicer hereunder, the Trustee shall
      act in such capacity as hereinabove provided. In connection with such
      appointment and assumption, the Trustee may make such arrangements for the
      compensation of such successor out of payments on the Mortgage Loans as it
      and
      such successor shall agree; provided, however, that the provisions of
      Section 6.05 shall apply, the compensation shall not be in excess of that
      which the Master Servicer would have been entitled to if the Master Servicer
      had
      continued to act hereunder, and that such successor shall undertake and assume
      the obligations of the Trustee to pay compensation to any third Person acting
      as
      an agent or independent contractor in the performance of master servicing
      responsibilities hereunder. The Trustee and such successor shall take such
      action, consistent with this Agreement, as shall be necessary to effectuate
      any
      such succession.

     

    If
      the
      Master Servicer and the Trust Administrator are the same entity, then at any
      time the Master Servicer resigns or is removed as Master Servicer, the Trust
      Administrator shall also be removed hereunder.  All reasonable Master
      Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon
      presentation of reasonable documentation of such costs, and if such predecessor
      Master Servicer defaults in its obligation to pay such costs, such costs shall
      be paid by the successor Master Servicer or the Trustee (in which case the
      successor Master Servicer or the Trustee, as applicable, shall be entitled
      to
      reimbursement therefor from the assets of the Trust Fund).

     

    (b)  If
      the
      Trustee shall succeed to any duties of the Master Servicer respecting the
      Mortgage Loans as provided herein, it shall do so in a separate capacity and
      not
      in its capacity as Trustee and, accordingly, the provisions of Article VIII
      shall be inapplicable to the Trustee in its duties as the successor to the
      Master Servicer in the master servicing of the Mortgage Loans (although such
      provisions shall continue to apply to the Trustee in its capacity as Trustee);
      the provisions of Article VI, however, shall apply to it in its capacity as
      successor Master Servicer.

     

    
      	
              SECTION
                7.04  

            	
              Notification
                to Certificateholders.

            


    

     

    (a)  Upon
      any
      termination of the Servicer or the Master Servicer pursuant to Section 7.01
      above or any appointment of a successor to the Servicer or Master Servicer
      pursuant to Section 7.02 and 7.03 above, the Trust Administrator, or in the
      event of the termination of the Master Servicer, the Trustee (or such other
      successor 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 the Servicer
      Event of Default or a Master 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  or Master Servicer Event of Default shall have been
      cured or waived.

     

    
      	
              SECTION
                7.05  

            	
              Waiver
                of Servicer Events of Default and Master Servicer Events of
                Termination.

            


    

     

    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 or Master Servicer Event of Default hereunder may waive such
      default or Servicer Event of Default; provided, however, that a default or
      Servicer Event of Default or Master Servicer Event of Default under clause
      (a)(i) or (a)(vii) of Section 7.01 or clause (b)(i) or (b)(vi) of Section 7.01,
      respectively, 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
      or
      Master Servicer Event of Default, such default or Servicer Event of Default
      or
      Master Servicer Event of Default shall cease to exist and shall be deemed to
      have been remedied for every purpose hereunder. No such waiver shall extend
      to
      any subsequent or other default or Servicer Event of Default or Master Servicer
      Event of Default or impair any right consequent thereon except to the extent
      expressly so waived.

     

    ARTICLE
      VIII


     

    CONCERNING
      THE TRUSTEE AND THE TRUST ADMINISTRATOR

     

    
      	
              SECTION
                8.01  

            	
              Duties
                of Trustee and Trust Administrator.

            


    

     

    The
      Trustee, prior to the occurrence of the Servicer Event of Default or Master
      Servicer Event of Default and after the curing of all Servicer Events of Default
      or Master 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. The Trust Administrator undertakes to perform such duties and only
      such duties as are specifically set forth in this Agreement. If the Servicer
      Event of Default or Master Servicer Event of Default, has occurred (which has
      not been cured) of which a Responsible Officer has knowledge, the Trustee shall
      exercise such of the rights and powers vested in it by this Agreement, and
      use
      the same degree of care and skill in their exercise as a prudent person would
      exercise or use under the circumstances in the conduct of such person’s own
      affairs. Any permissive right of the Trustee 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 the Servicer Event of Default or Master Servicer Event of
      Default, and after the curing of all the Servicer Events of Default or Master
      Servicer Events of Default which may have occurred, the duties and obligations
      of each of the Trustee shall be determined solely by the express provisions
      of
      this Agreement, the Trustee shall not 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, in the absence of bad faith on the part of the Trustee, the Trustee,
      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, that conform to the requirements of this Agreement. The Trust
      Administrator shall not 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 Trust
      Administrator, in the absence of bad faith on the part of the Trust
      Administrator, the Trust Administrator, 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 Trust Administrator, 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
      or
      omitting to exercise 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, Servicer Event of Default
      or
      Master Servicer Event of 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
      Master 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 Master
      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 Trustee of the obligation, upon the occurrence of a Master
      Servicer Event of Default (which has not been cured or waived), to exercise
      such
      of the rights and powers vested in it by this Agreement, and to use the same
      degree of care and skill in their exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own
      affairs;

     

    (iv)  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 the Servicer Event of Default or Master Servicer Event of
      Default hereunder, and after the curing of all Servicer Events of Default or
      Master 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, the Master Servicer or the
      Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
      the
      Collection Account by the Servicer or the Distribution Account by the Master
      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 Custodians’ Fees and
                Expenses.

            


    

     

    (a)  The
      Trust
      Administrator shall be entitled to compensation as separately agreed with the
      Master Servicer.  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 or the Master 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 its duties hereunder or by reason of the Trustee’s or the Trust
      Administrator’s, as applicable, 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, as
      applicable, obligations under Article X hereof (or, in the case of the
      Custodian, as a result of a breach of such Custodian’s obligations under the
      Custodial Agreement).  Any amounts payable to the Trustee, the Trust
      Administrator, the Custodian, or any director, officer, employee or agent of
      any
      of them in respect of the indemnification provided by this paragraph (a), or
      pursuant to any other right of reimbursement from the Trust Fund that the
      Trustee, the Trust Administrator, the Custodian or any director, officer,
      employee or agent of any of them may have hereunder in its capacity as such,
      may
      be withdrawn by the Trust Administrator for payment to the applicable
      indemnified Person from the Distribution Account at any time. The foregoing
      indemnity shall survive the resignation or removal of the Trustee or the Trust
      Administrator.

     

    (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 Master Servicer, 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,
      as applicable, 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
      the
      Trust Administrator and the Master Servicer are the same entity, then at any
      time the Trust Administrator resigns or is removed as Trust Administrator,
      the
      Master Servicer shall also be removed hereunder.

     

    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
      the Master Servicer (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, the Master Servicer
      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.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the Trust
      Administrator shall at all times be the same Person.

     

    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 Master Servicer,
      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 this Section  shall also be required to
      serve as successor cap administrator and successor cap trustee under the
      Interest Rate Cap Agreement and the Cap Administration
      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 a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I 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 Minneapolis,
      Minnesota 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, the Master Servicer, the Trustee and the Trust
      Administrator, as applicable, as of the Closing Date, that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      the
      it to perform its obligations under this Agreement or the financial condition
      of
      it.

     

    (vi)  No
      litigation is pending or, to the best of its knowledge, threatened against
      it
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or the financial
      condition of it.

     

    
      	
              SECTION
                8.14  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                8.15  

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

            


    

     

    Notwithstanding
      anything to the contrary herein, in no event shall the Trustee or the Trust
      Administrator be liable to any party hereto or to any third party for the
      performance of any custody-related functions with respect to which the Custodian
      shall fail to take action on behalf of the Trustee or Trust Administrator,
      as
      the case may be, or, with respect to which the performance of custody-related
      functions pursuant to the terms of the custodial agreement with the Custodian
      shall fail to satisfy all the related requirements under this
      Agreement.

     

    ARTICLE
      IX


     

    TERMINATION

     

    
      	
              SECTION
                9.01  

            	
              Termination
                Upon Repurchase or Liquidation of the Mortgage
                Loans.

            


    

     

    (a)  Subject
      to Section 9.02 and Section 9.03, the respective obligations and
      responsibilities under this Agreement of the Depositor, the Master Servicer,
      the
      Servicer, the Trustee and the Trust Administrator with respect to the Mortgage
      Loans (other than the obligations of the Servicer and the Master Servicer to
      the
      Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicer
      to provide for and the Trust Administrator to make payments in respect of the
      REMIC I Regular Interests and the Classes of Certificates as hereinafter set
      forth) the Trust Fund 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 Servicer, or if the Servicer fails to exercise such right,
      the
      Master Servicer (in such capacity, the “Terminator”) of all Mortgage Loans and
      each REO Property remaining in REMIC I shall be at a price equal to the greater
      of (x) 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 (y) 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 P&I Advances,
      Servicing Advances and Servicing Fees allocable to such Mortgage Loans and
      REO
      Properties and any Swap Termination payment payable to the Swap Provider (the
      “Termination Price”), (ii) the purchase by the Winning Bidder of all of the
      Mortgage Loans (and REO Properties) after a Successful Auction is conducted
      pursuant to Section 9.03 and the related auction proceeds are distributed
      pursuant to Section 4.01 and (iii) 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).

     

    Notwithstanding
      anything set forth herein to the contrary (including, without limitation, in
      Section 9.03), the right to purchase all Mortgage Loans and REO Properties
      by
      the Terminator or the Winning Bidder pursuant to clause (i) or clause (ii)
      of
      the immediately preceding paragraph, as the case may be, shall be conditioned
      upon (1) 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, (2) the purchase price for the Mortgage Loans and REO
      Properties shall result in the payment of all interest accrued on, as well
      as
      amounts necessary to retire the principal balance of, each class of notes issued
      pursuant to the Indenture, (3) only in case of a purchase by the Terminator
      pursuant to clause (i) of the immediately preceding paragraph, the absence
      of a
      request for an auction, or the absence of a Successful Auction, of the Mortgage
      Loans and REO Properties pursuant to Section 9.03.

     

    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-1
      Certificates.

     

    Notwithstanding
      anything provided herein to the contrary, following a Successful Auction or
      the
      exercise by the Terminator of its option to purchase the Mortgage Loans and
      REO
      Properties, the Servicing Rights Owner shall retain any and all related
      Servicing Rights.

     

    (b)  Notice
      of
      the liquidation of any Certificates shall be given promptly by the Trust
      Administrator by letter to the related Certificateholders mailed (a) in the
      event such notice is given in connection with the purchase of the Mortgage
      Loans
      and each related REO Property remaining in REMIC I by the Terminator, not
      earlier than the 15th day and
      not later
      than the 25th
      day of the month next preceding the month of the final distribution on the
      related Certificates or (b) otherwise during the month of such final
      distribution on or before the Determination Date in such month, in each case
      specifying (i) the Distribution Date upon which REMIC I will terminate and
      final
      payment of the Certificates and will be made upon presentation and surrender
      of
      the Certificates at the office of the Trust Administrator therein designated,
      (ii) the amount of any such final payment, (iii) that no interest shall accrue
      in respect of the Certificates from and after the Interest Accrual Period
      relating to the final Distribution Date therefor and (iv) that the Record Date
      otherwise applicable to such Distribution Date is not applicable, payments
      being
      made only upon presentation and surrender of the Certificates at the office
      of
      the Trust Administrator. In the event such notice is given in connection with
      the purchase of all of the Mortgage Loans and each REO Property remaining in
      REMIC I by the Terminator, the Terminator shall deliver to the Trust
      Administrator (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.
      The Trust Administrator shall remit to the Servicer from such funds deposited
      in
      the Distribution Account (i) any amounts which the Servicer would be permitted
      to withdraw and retain from the Collection Account pursuant to Section 3.11
      and
      (ii) any other amounts otherwise payable by the Trust Administrator to the
      Servicer from amounts on deposit in the Distribution Account pursuant to the
      terms of this Agreement, in each case prior to making any final distributions
      pursuant to Section 9.01(d) below. Upon certification to the Trust Administrator
      by a Servicing Officer of the making of such final deposit, the Trust
      Administrator shall promptly release or cause to be released to the related
      Terminator the Mortgage Files for the remaining Mortgage Loans and the Trustee
      shall execute all assignments, endorsements and other instruments delivered
      to
      it which are necessary to effectuate such transfer.

     

    (c)  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.

     

    (d)  In
      connection with any optional termination pursuant to Section 9.01(a) or auction
      pursuant to Section 9.03, four Business Days prior to the final Distribution
      Date specified in the notice required pursuant to Section 9.01(b), the Trust
      Administrator shall, no later than 4:00 pm New York City time on such day,
      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, send notice in writing (which may be done
      in
      electronic format) to the Trust Administrator of the amount of the Estimated
      Swap Termination Payment; the Trust Administrator shall promptly on the same
      day
      notify the Terminator or the Winning Bidder, as applicable, of the amount of
      the
      Estimated Swap Termination Payment.

     

    No
      later
      than three (3) Business Days prior to the final Distribution Date specified
      in
      the notices required pursuant to Sections 9.01(b), (x) the Terminator or the
      Winning Bidder, as applicable, 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 Termination Price or the bid amount, as applicable (which amount 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
      termination of the Trust Fund 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 or the
      Winning Bidder, as applicable, the Trustee and the Swap Provider confirming
      (a)
      its receipt of the Termination Price or the bid amount, as applicable (which
      shall be based on the Estimated Swap Termination Payment), and (b) that all
      other requirements of the termination of the Trust Fund have been met (the
      “Optional Termination Notice”).  Upon the delivery of the Optional
      Termination Notice by the Trust Administrator pursuant to the preceding
      sentence, (i) the optional termination shall become irrevocable, (ii) the notice
      to Certificateholders of such optional termination provided pursuant to Section
      9.01(c) shall become unrescindable, (iii) the Swap Provider shall determine
      the
      Swap Termination Payment in accordance with the Interest Rate Swap Agreement
      (which shall not exceed the Estimated Swap Termination Payment), and (iv) the
      Swap Provider shall provide to the Trust Administrator written notice of the
      amount of the Swap Termination Payment not later than two (2) Business Days
      prior to the final Distribution Date specified in the notices required pursuant
      to Sections 9.01(c).

     

    
      	
              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 Trustee shall sell all of the assets
      of
      REMIC I to the Terminator for cash; and

     

    (iii)  At
      the
      time of the making of the final payment on the related Certificates, the Trust
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Class R Certificates all cash on hand in REMIC
      I
      (other than cash retained to meet claims), and REMIC I shall terminate at that
      time.

     

    (b)  At
      the
      expense of the Terminator (or in the event of termination under Section
      9.01(a)(ii), at the expense of the Servicer), the Trust Administrator shall
      prepare or cause to be prepared the documentation required in connection with
      the adoption of a plan of liquidation of REMIC I pursuant to this Section
      9.02.

     

    (c)  By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Trust Administrator to specify the 90-day liquidation period for REMIC I which
      authorization shall be binding upon all successor
      Certificateholders.

     

    
      	
              SECTION
                9.03  

            	
              Auction
                of the Mortgage Loans and REO
                Properties.

            


    

     

    (a)  On
      or
      after the Optional Termination Date, the Directing Holder may, by written
      instruction, direct the Trust Administrator to solicit bids in a commercially
      reasonable manner from Qualified Bidders for the purchase of the Mortgage Loans
      and any REO Properties owned by the Trust Fund.  The Directing Holder
      shall provide written notice to the Trust Administrator no later than the 1st day of
      the
      calendar month in which such auction is to be conducted.  Any such
      direction by the Directing Holder shall (i) be made in writing and (ii) include
      contact information for the Directing Holder.  Upon receipt of any
      direction from the Directing Holder meeting the requirements of the immediately
      preceding sentence, the Trust Administrator shall commence the auction process
      described in this Section 9.03.  The Trust Administrator may engage a
      financial advisor in order to perform any of the duties of the Trust
      Administrator specified in Section 9.03.  To effectuate such sale, the
      Trust Administrator (or such financial advisor) shall follow the procedures
      specified in Section 9.03(b) below.  The Trust Administrator shall
      facilitate the sale of the assets in the Trust Fund to the Winning Bidder so
      long as the Trust Administrator (or any financial advisor on its behalf) has
      received at least three bids from Qualified Bidders and at least one such bid
      is
      at least equal to the Acceptable Bid Amount.  In the event the auction
      is not a Successful Auction and to the extent that the Terminator has not
      exercised its right to purchase the Mortgage Loans and REO Properties pursuant
      to Section 9.01, the Trust Administrator may repeat this process periodically
      (thereafter as directed by the Directing Holder) until a Successful Auction
      is
      conducted but in any event no more than three Auctions shall be
      conducted.  The Trust Administrator shall be reimbursed for its
      reasonable costs, including expenses associated with engaging any financial
      advisor, from the Directing Holder if the auction is not a Successful Auction,
      and, if the auction is a Successful Auction, from the proceeds of the auction
      before the proceeds are distributed to Certificateholders.

     

    (b)  The
      Trust
      Administrator (or any financial advisor on its behalf) shall solicit bids for
      the purchase of assets owned by the Trust Fund as provided in Section 9.03(a)
      not later than two Business Days following receipt of the Directing Holder’s
      written instruction by contacting by telephone or in writing at least three
      Qualified Bidders and requesting that each Qualified Bidder bid on the Mortgage
      Loans and REO Properties owned by the Trust Fund (on a non-recourse basis with
      no representations or warranties of any nature whatsoever made by the Trust
      Administrator (or such financial advisor)) and providing to the Qualified Bidder
      any information relating to the Mortgage Loans and REO Properties owned by
      the
      Trust Fund reasonably requested by such Qualified Bidder, subject to the
      Qualified Bidder’s written agreement not to use such information in the purchase
      or sale of Certificates (it being understood no Qualified Bidder shall be
      obligated to submit a bid or take any other action in connection with any
      auction) and the Trust Administrator shall not incur any liability for any
      information provided to the Qualified Bidder under the terms of this
      Section.  At 1:00 p.m. New York time on the second Business Day after
      the date on which bids are last solicited (such second day, the “Bid
      Determination Date”), the Trust Administrator (or any financial advisor on its
      behalf) shall determine the highest bid based on the bids received by the Trust
      Administrator (or any financial advisor on its behalf) on or before such time.
      The Trust Administrator shall advise each Qualified Bidder that any bid
      submitted by it shall include the amount of any Swap Termination Payment owed
      to
      the Swap Provider.

     

    (c)  If
      the
      highest of the bids that are submitted by Qualified Bidders is less than the
      Minimum Auction Amount, the Trust Administrator shall promptly inform the
      Directing Holder of the amount of the shortfall and indicate that the Directing
      Holder must notify the Trust Administrator within 24 hours whether it will
      contribute the amount of such difference (such difference being the “Auction
      Supplement Amount”) so that the auction will be a Successful
      Auction.  If the highest of the bids that are submitted by Qualified
      Bidders is equal to or greater than the Minimum Auction Amount, or if the
      Directing Holder notifies the Trust Administrator within 24 hours of its receipt
      of notice as described in the previous sentence that it will contribute the
      Auction Supplement Amount, then the Trust Administrator (or any financial
      advisor on its behalf) shall notify promptly (but in any event no later than
      3:00 p.m. New York time on the Business Day following the Bid Determination
      Date) the Winning Bidder that its bid was the highest bid and shall provide
      wiring instructions for payment of the bid amount into the Distribution Account
      by 12:00 p.m. New York time on the second Business Day following the Bid
      Determination Date and, if applicable, provide the Directing Holder with wiring
      instructions for payment of the Auction Supplement Amount into the Distribution
      Account by such time.

     

    (d)  If
      such
      Winning Bidder does not wire the bid amount so that it is received in the
      Distribution Account in immediately available funds by 12:00 p.m. New York
      time
      on the second Business Day following the Bid Determination Date, the Trust
      Administrator shall repeat the process specified in the preceding paragraph
      with
      respect to the second highest bid, but only if such bid is at least the Minimum
      Auction Amount or the Directing Holder agrees to pay the new Auction Supplement
      Amount.  If no other bids are available to be accepted pursuant to the
      preceding sentence, or if the amount remitted by the Winning Bidder plus any
      Auction Supplement Amount remitted by the Directing Holder is less than the
      Minimum Auction Amount, then the auction shall be considered to have failed
      for
      all purposes.

     

    (e)  In
      the
      event of a Successful Auction and so long as the Winning Bidder has wired its
      bid amount (and the Directing Holder has wired any Auction Supplement Amount,
      if
      applicable) to the Distribution Account as provided above, then the Trustee
      shall promptly convey to the Winning Bidder the Mortgage Loans and REO
      Properties owned by the Trust Fund.  The Servicer shall remit to the
      Distribution Account from the Collection Account, on the Business Day prior
      to
      the Distribution Date on which final distribution on the Certificates is
      required to be paid under this Agreement, all amounts on deposit in the
      Collection Account, net of any amounts permitted to be withdrawn pursuant to
      Section 3.11(a) and amounts owing to the Trust Administrator in reimbursement
      of
      its reasonable costs, including expenses associated with engaging any financial
      advisor, incurred in connection with the auction process.  Such
      amounts owed to the Trust Administrator shall be withdrawn from the Collection
      Account.

     

    (f)  Any
      amount paid by the Winning Bidder in excess of the Minimum Auction Amount shall
      be distributed by the Trust Administrator pro rata to the Class CE-1
      Certificates on the Distribution Date on which the final distribution on the
      Certificates is made.

     

    (g)  The
      Terminator may purchase the Mortgage Loans and REO Properties owned by the
      Trust
      Fund for its own account pursuant to Section 9.01 only if the Directing Holder
      chooses not to request an auction as described above or if the immediately
      preceding auction is unsuccessful.

     

    (h)  If
      the
      Directing Holder pays any Auction Supplement Amount pursuant to Section 9.03(c),
      on the final Distribution Date any amounts to be distributed to the Class CE-1
      Certificates pursuant to Section 4.01 will be distributed as follows, first
      to
      the Directing Holder, in an amount up to the Auction Supplement Amount and
      second to the Class CE-1 Certificates, pro rata, based on
      entitlement.  For federal income tax purposes, the Auction Supplement
      Amount so distributed shall be deemed paid pro rata to the Class CE-1
      Certificates, and the portion of such amounts deemed distributed to holders
      of
      the Class CE-1 Certificates other than the Directing Holder shall be deemed
      paid
      from such other holders to the Directing Holder.

     

    ARTICLE
      X


     

    REMIC
      PROVISIONS

     

    
      	
              SECTION
                10.01  

            	
              REMIC
                Administration.

            


    

     

    (a)  The
      Trustee shall elect to treat each REMIC created hereunder as a REMIC under
      the
      Code and, if necessary, under applicable state law. Such election will be made
      by the 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 Cap Account
      or the Swap Account), the Class CE-1 Interest, the Class CE-2 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-1 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 CE-2 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 Class P Certificates 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.  The SWAP IO
      Interest shall be designated as the Regular Interests in REMIC VII and the
      Class
      R-VII Interest shall be designated as the Residual Interest in REMIC
      VII.  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 Master Servicer, 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, the
      Master Servicer 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 will consult with the Trustee, the Master Servicer
      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, the Master Servicer
      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, the Master Servicer 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, the Master
      Servicer 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 Master Servicer pursuant
      to Section 10.03 hereof, if such tax arises out of or results from a breach
      by
      the Master Servicer of any of its obligations under Article III, Article IIIA
      or
      this Article X, (iv) 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 (v) against
      amounts on deposit in the Distribution Account and shall be paid by withdrawal
      therefrom.

     

    (h)  [Reserved].

     

    (i)  The
      Trust
      Administrator shall, for federal income tax purposes, maintain books and records
      with respect to any Trust REMIC on a calendar year and on an accrual
      basis.

     

    (j)  Following
      the Startup Day, the Servicer, the Master Servicer, the Trustee and the Trust
      Administrator shall not accept any contributions of assets to any Trust REMIC
      other than in connection with any Qualified Substitute Mortgage Loan delivered
      in accordance with Section 2.03 unless it shall have received an Opinion of
      Counsel to the effect that the inclusion of such assets in the Trust Fund will
      not cause the REMIC to fail to qualify as a REMIC at any time that any
      Certificates are outstanding or subject the REMIC to any tax under the REMIC
      Provisions or other applicable provisions of federal, state and local law or
      ordinances.

     

    (k)  None
      of
      the Trustee, the Trust Administrator, the Master Servicer 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 Master Servicer, 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,
                Master Servicer, Trustee and Trust Administrator
                Indemnification.

            


    

     

    (a)  The
      Trust
      Administrator agrees to indemnify the Trust Fund, the Depositor, the Master
      Servicer, 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 Master Servicer, 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 Master Servicer,
      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 Master Servicer, the Trust Administrator or
      the
      Trustee, as a result of a breach of the Servicer’s covenants set forth in
      Article III (other than Section 3.20 or Section 3.21) or this Article
      X.

     

    (c)  The
      Trustee agrees to indemnify the Trust Fund, the Depositor, the Master Servicer,
      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 Master Servicer, the Trust Administrator or
      the
      Servicer, as a result of a breach of the Trustee’s covenants set forth in this
      Article X.

     

    (d)  The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Servicer,
      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 Servicer, the Trust Administrator or the Trustee,
      as a result of a breach of the Master Servicer’s covenants set forth in Article
      III (other than Section 3.20 or Section 3.21) or this Article X.

     

    ARTICLE
      XI


     

    MISCELLANEOUS
      PROVISIONS

     

    
      	
              SECTION
                11.01  

            	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Depositor, the Master
      Servicer, the 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 Master Servicer, the Trustee and the Trust Administrator,
      adversely affect in any material respect the interests of any Certificateholder
      or (b) written notice to the Depositor, the Master Servicer, the Servicer,
      the
      Trustee and the Trust Administrator from the Rating Agencies that such action
      will not result in the reduction or withdrawal of the rating of any outstanding
      Class of Certificates with respect to which it is a Rating Agency). No amendment
      shall be deemed to adversely affect in any material respect the interests of
      any
      Certificateholder who shall have consented thereto, and no Opinion of Counsel
      or
      Rating Agency confirmation shall be required to address the effect of any such
      amendment on any such consenting Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer, the 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 Master Servicer, the Trustee and Trust Administrator or (ii)
      written notice to the Depositor, the Master Servicer, 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, the Master Servicer 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 Master Servicer, 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
      Swap Provider hereunder (excluding, for the avoidance of doubt, any amendment
      to
      this Agreement that is entered into solely for the purpose of appointing a
      successor servicer or trustee) without the prior written consent of the Swap
      Provider, which consent shall not be unreasonably withheld, conditioned or
      delayed.

     

    Promptly
      after the execution of any such amendment the Trust Administrator shall furnish
      a copy of such amendment to each Certificateholder.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 11.01
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trust Administrator may prescribe.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall
      be borne by the Person seeking the related amendment, but in no event shall
      such
      Opinion of Counsel be an expense of the Trustee or the Trust
      Administrator.

     

    Notwithstanding
      the foregoing, each of the Trustee and Trust Administrator may, but shall not
      be
      obligated to enter into any amendment pursuant to this Section that affects
      its
      rights, duties and immunities under this Agreement or otherwise.

     

    
      	
              SECTION
                11.02  

            	
              Recordation
                of Agreement; Counterparts.

            


    

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Servicer at the expense
      of
      the Certificateholders, but only upon direction of Certificateholders
      accompanied by an Opinion of Counsel to the effect that such recordation
      materially and beneficially affects the interests of the
      Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    
      	
              SECTION
                11.03  

            	
              Limitation
                on Rights of Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust Fund, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of any of the Certificates, be construed
      so
      as to constitute the Certificateholders from time to time as partners or members
      of an association; nor shall any Certificateholder be under any liability to
      any
      third person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless (i) such Holder previously
      shall have given to the Trustee and Trust Administrator a written notice of
      default and of the continuance thereof, as hereinbefore provided, and (ii)
      the
      Holders of Certificates entitled to at least 25% of the Voting Rights shall
      have
      made written request upon the Trustee and the Trust Administrator to institute
      such action, suit or proceeding in its own name as Trustee or Trust
      Administrator hereunder and shall have offered to the Trustee or the Trust
      Administrator, as applicable, such indemnity satisfactory to it against the
      costs, expenses and liabilities to be incurred therein or thereby, and the
      Trustee or the Trust Administrator, for 15 days after its receipt of such
      notice, request and offer of indemnity, shall have neglected or refused to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder, the Trustee and the Trust Administrator, that no one or
      more
      Holders of Certificates shall have any right in any manner whatsoever by virtue
      of any provision of this Agreement to affect, disturb or prejudice the rights
      of
      the Holders of any other of such Certificates, or to obtain or seek to obtain
      priority over or preference to any other such Holder, or to enforce any right
      under this Agreement, except in the manner herein provided and for the equal,
      ratable and common benefit of all Certificateholders. For the protection and
      enforcement of the provisions of this Section, each and every Certificateholder,
      the Trustee and the Trust Administrator shall be entitled to such relief as
      can
      be given either at law or in equity.

     

    
      	
              SECTION
                11.04  

            	
              Governing
                Law.

            


    

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws.

     

    
      	
              SECTION
                11.05  

            	
              Notices.

            


    

     

    All
      directions, demands and notices hereunder shall be sent (i) via facsimile (with
      confirmation of receipt) or (ii) in writing and shall be deemed to have been
      duly given when received if personally delivered at or mailed by first class
      mail, postage prepaid, or by express delivery service or delivered in any other
      manner specified herein, to (a) in the case of the Depositor, 390 Greenwich
      Street, New York, New York 10013, Attention: Mortgage Finance Group (telecopy
      number (212) 723-8604), or such other address or telecopy number as may
      hereafter be furnished to the Master Servicer, the Servicer, the Trust
      Administrator and the Trustee in writing by the Depositor, (b) in the case
      of
      the Servicer, 1100 Town & Country Road, 11th Floor,
      Orange,
      California 92868, Attention: General Counsel (telecopy number: (714) 564-9639),
      or such other address or telecopy number as may hereafter be furnished to the
      Servicer, the Master Servicer, the Trustee, the Trust Administrator and the
      Depositor in writing by the Servicer, (c) in the case of the Backup Servicer,
      400 Countrywide Way, Simi Valley, California, Attention: Mark Wong (telecopy
      number (805) 520-5623) or such other address or telecopy number as may hereafter
      be furnished to the Servicer, the Master Servicer, the Trustee, the Trust
      Administrator and the Depositor in writing by the Backup Servicer, (e) in the
      case of the Master Servicer or the Trust Administrator, Wells Fargo Bank, N.A.,
      P.O. Box 98, Columbia, Maryland 21046, Attention: Client Manager – CMLTI
      2007-AMC4 (telecopy (410) 715-2380), with a copy to Wells Fargo Bank, N.A.,
      9062
      Old Annapolis Road, Columbia, Maryland, 21045, Attention: Client Manager – CMLTI
      2007-AMC4 (telecopy number (410) 715-2380), with a copy to Wells Fargo Bank,
      N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
      Attention: Corporate Trust Services – CMLTI 2007-AMC4 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 or Master Servicer and
      (f)
      in the case of the Trustee, U.S. Bank National Association, One Federal Street,
      3rd Floor, Boston, Massachusetts 02110, Attention: Structured Finance/CMLTI
      2007-AMC4 (telecopy number (617) 603-6637), or such other address or telecopy
      number as may hereafter be furnished to the Master Servicer, 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 or Master Servicer Event of Default
      that has not been cured or waived;

     

    3.           The
      resignation or termination of the Servicer, the Master 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 Master Servicer, 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
      Master Servicer, as required pursuant to Section 3.20 and Section 3.21, shall
      promptly make available 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.

            


    

     

    With
      respect to Section 4.09, the Interest Rate Cap Provider shall be deemed a
      third-party beneficiary of this Agreement to the same extent as if it were
      a
      party hereto, and shall have the right to enforce the provisions of this
      Agreement.  The 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 each 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, as such may be amended
      from time to time and subject to clarification and interpretive advice as may
      be
      issued by the staff of the Commission from time to time.  Therefore,
      each of the parties (other than Countrywide) 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 or the Trust Administrator for delivery of additional
      or different information, to the extent that such information is available
      or
      reasonably attainable, as the Depositor or the Trust Administrator 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 Master Servicer, the Trust
      Administrator and the Trustee have caused their names to be signed hereto by
      their respective officers thereunto duly authorized, in each case as of the
      day
      and year first above written.

     

    
      	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC.,

              as
                Depositor

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/
              Matthew Bollo	 
	 	Name:	Matthew
              Bollo	 
	 	Title: 	Director	 
	 	 	 	 


    

    
       

      
        	 	
                
                  AMERIQUEST
                    MORTGAGE COMPANY,

                  as
                    Servicer

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/
                John P. Grazer	 
	 	Name:	John
                P. Grazer	 
	 	Title: 	EVP	 
	 	 	 	 


      

      
        
           

          
            	 	
                    
                      
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator and Master Servicer

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/
                    Martin Reed	 
	 	Name:	Martin
                    Reed	 
	 	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 6.07, 6.08 and
                6.09:

            


    

     

    
      	
              CLAYTON
                FIXED INCOME SERVICES
                INC.

            	 
	 	 	 
	
              By:
                

            	/s/ Kevin
              J. Kanouff	 
	Name:	Kevin
              J.
              Kanouff	 
	Title:	President
              and General
              Counsel	 
	 	 	 


    

    
      
        Agreed
          and acknowledged:

         

      

      
        	
                
                  COUNTRYWIDE
                    HOME LOANS SERVICING LP

                

              	 
	 	 	 
	
                By:
                  

              	COUNTRYWIDE
                GP, INC.	 
	 	 	 
	
                By:
                  

              	/s/ Thomas
                P. Lin	 
	Name:	Thomas
                P.
                Lin	 
	Title:	Senior
                Vice President	 
	 	 	 


      

       

    

    
      	
              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 Citigroup
      Mortgage Loan Trust Inc., one of the entities that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said entity, and acknowledged to me that such entity executed the within
      instrument.

     

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

     

    
 

    
      	 	 	 
	 	
              Notary
                Public

            	 


    

     

    [Notarial
      Seal]

    
       

      
        	
                STATE
                  OF

              	
                )

              


        	 	)
                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
      Ameriquest Mortgage Company, one of the entities that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said entity, and acknowledged to me that such entity executed the within
      instrument.

     

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

     

    
      
        	 	 	 
	 	
                Notary
                  Public

              	 


      

       

    

    [Notarial
      Seal]

     

    


    
      	
              STATE
                OF

            	
              )

            


    

    )
      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 entity executed the within instrument.

     

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

     

    
      
        	 	 	 
	 	
                Notary
                  Public

              	 


      

       

    

    [Notarial
      Seal]

     

     

    
      	
              COMMONWEALTH
                OF MASSACHUSETTS

            	
              )

            


      	 	)
              ss.:


      	
              COUNTY
                OF SUFFOLK

            	
              )

            


    

     

    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 TRUST
      ADMINISTRATOR  OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
      OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
      OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
      AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

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

     

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

     

    PRIOR
      TO
      TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
      OR
      SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class A-1 Certificates as of
                the
                Issue Date: $465,021,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $465,021,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trust
                Administrator:  Wells Fargo Bank, N.A

            
	 	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: June 29, 2007

            
	 	
              CUSIP:
                17313B AA9

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

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

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of written certifications from the Holder
      of
      the Certificate desiring to effect the transfer, and from such Holder’s
      prospective transferee, substantially in the forms attached to the Agreement
      as
      Exhibit F-1.  None of the Depositor or the Trust Administrator is
      obligated to register or qualify the Class of Certificates specified on the
      face
      hereof under the 1933 Act or any other securities law or to take any action
      not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Master Servicer, the Depositor, the
      Servicer and any Sub-Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

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

     

    The
      Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
      	 	
              Wells
                Fargo Bank, N.A., as Trust Administrator

            	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	
              Authorized
                Officer

            	 
	 	 	 	 
	 	 	 	 


    

    
 

    CERTIFICATE
      OF AUTHENTICATION

    


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

     

    
       

      
        	 	
                Wells
                  Fargo Bank, 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 Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

     

    
 

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________

    
      	 	
              .

            


    

     

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


     

    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS A-2A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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”).

     

    PRIOR
      TO
      TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
      OR
      SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      DESCRIBED HEREIN.

     

    


    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class A-2 Certificates as of
                the
                Issue Date: $217,806,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $217,806,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AB7

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2A Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Servicer, the
      Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter.  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-2A Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
       

      
        	 	
                Wells
                  Fargo Bank, N.A., as Trust Administrator

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	
                Authorized
                  Officer

              	 
	 	 	 	 
	 	 	 	 


      

      
 

    

    


    CERTIFICATE
      OF AUTHENTICATION

    


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

     

    
       

      
        	 	
                Wells
                  Fargo Bank, 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 Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________

    
      	 	
              .

            


    

     

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


     

    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS A-2B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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”).

     

    PRIOR
      TO
      TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
      OR
      SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      DESCRIBED HEREIN.

     

    


    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class A-2B Certificates as of
                the
                Issue Date: $68,054,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $68,054,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AC5

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2B Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Servicer, the
      Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter.  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-2B Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
       

      
        	 	
                Wells
                  Fargo Bank, N.A., as Trust Administrator

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	
                Authorized
                  Officer

              	 
	 	 	 	 
	 	 	 	 


      

      
 

    

    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
       

      
        	 	
                Wells
                  Fargo Bank, 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 Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

     

    
 

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________

    
      	 	
              .

            


    

     

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

     

    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS A-2C CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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”).

     

    PRIOR
      TO
      TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
      OR
      SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class A-2C Certificates as of
                the
                Issue Date: $57,661,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $57,661,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	
              No.
                1

            	
              CUSIP:
                17313B AD3

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2C Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2C Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Servicer, the
      Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter.  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-2C Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
       

      
        	 	
                Wells
                  Fargo Bank, N.A., as Trust Administrator

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	
                Authorized
                  Officer

              	 
	 	 	 	 
	 	 	 	 


      

       

    

    


    CERTIFICATE
      OF AUTHENTICATION

    


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

     

    
      
         

        
          	 	
                  Wells
                    Fargo Bank, 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 Trust Administrator 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 A-2D CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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”).

     

    PRIOR
      TO
      TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
      OR
      SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class A-2D Certificates as of
                the
                Issue Date: $36,954,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $36,954,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	
              No.
                1

            	
              CUSIP:
                17313B AE1

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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-2D Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2D Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the 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-2D 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
      
         

        
          	 	
                  Wells
                    Fargo Bank, N.A., as Trust Administrator

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 
	 	 	 	 
	 	 	 	 


        

         

      

    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      
         

        
          	 	
                  Wells
                    Fargo Bank, 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 Trust Administrator 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-1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-1 Certificates as of
                the
                Issue Date: $53,869,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $53,869,000.00

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

            	
              Servicer:
                Ameriquest Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AF8

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
      
         

        
          	 	
                  Wells
                    Fargo Bank, N.A., as Trust Administrator

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Authorized
                    Officer

                	 
	 	 	 	 
	 	 	 	 


        

         

      

    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

     

    
      
         

        
          	 	
                  Wells
                    Fargo Bank, 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 Trust Administrator 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-2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-2 Certificates as of
                the
                Issue Date: $58,552,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $58,552,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AG6

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
      
        
           

          
            	 	
                    Wells
                      Fargo Bank, N.A., as Trust Administrator

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	 	
                    Authorized
                      Officer

                  	 
	 	 	 	 
	 	 	 	 


          

           

        

      

       

    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      
        
           

          
            	 	
                    Wells
                      Fargo Bank, 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 Trust Administrator 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-3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-3 Certificates as of
                the
                Issue Date: $17,566,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $17,566,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AH4

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
      
        
          
            
              	 	
                      Wells
                        Fargo Bank, N.A., as Trust Administrator

                    	 
	 	 	 	 
	
                       

                    	
                      By:
                        

                    	 	 
	 	 	
                      Authorized
                        Officer

                    	 
	 	 	 	 
	 	 	 	 


            

             

          

        

         

      

    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

     

    
       

      
        
          
             

            
              	 	
                      Wells
                        Fargo Bank, 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 Trust Administrator 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-4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-4 Certificates as of
                the
                Issue Date: $18,151,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $18,151,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AJ0

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
       

      
        
          
            
              
                	 	
                        Wells
                          Fargo Bank, N.A., as Trust Administrator

                      	 
	 	 	 	 
	
                         

                      	
                        By:
                          

                      	 	 
	 	 	
                        Authorized
                          Officer

                      	 
	 	 	 	 
	 	 	 	 


              

               

            

          



      

    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
       

      
        
          
            
              
                	 	
                        Wells
                          Fargo Bank, 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 Trust Administrator 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-5 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-5 Certificates as of
                the
                Issue Date: $16,980,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $16,980,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AK7

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

     

    
      
        
          
            
              
                
                  	 	
                          Wells
                            Fargo Bank, N.A., as Trust Administrator

                        	 
	 	 	 	 
	
                           

                        	
                          By:
                            

                        	 	 
	 	 	
                          Authorized
                            Officer

                        	 
	 	 	 	 
	 	 	 	 


                

                 

              

            



        

      

    

    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
       

      
         

        
          
            
              
                
                  	 	
                          Wells
                            Fargo Bank, 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 Trust Administrator 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-6 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-6 Certificates as of
                the
                Issue Date: $12,882,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $12,882,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AL5

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
       

      
        
          
            
              
                
                  
                    	 	
                            Wells
                              Fargo Bank, N.A., as Trust Administrator

                          	 
	 	 	 	 
	
                             

                          	
                            By:
                              

                          	 	 
	 	 	
                            Authorized
                              Officer

                          	 
	 	 	 	 
	 	 	 	 


                  

                   

                

              

            

          

        

      

    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

     

    
       

      
        
          
            
              
                
                  
                    	 	
                            Wells
                              Fargo Bank, 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 Trust Administrator 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-7 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-7 Certificates as of
                the
                Issue Date: $16,980,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $16,980,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AM3

            


    

     

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

    


    
      
         

        
          
            
              
                
                  
                    
                      	 	
                              Wells
                                Fargo Bank, N.A., as Trust Administrator

                            	 
	 	 	 	 
	
                               

                            	
                              By:
                                

                            	 	 
	 	 	
                              Authorized
                                Officer

                            	 
	 	 	 	 
	 	 	 	 


                    

                     

                  

                

              

            

          

        

      

    

    
 

    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      
         

        
          
            
              
                
                  
                    
                      	 	
                              Wells
                                Fargo Bank, 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 Trust Administrator 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-8 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-8 Certificates as of
                the
                Issue Date: $14,638,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $14,638,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AN1

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
      
         

        
          
            
              
                
                  
                    
                      	 	
                              Wells
                                Fargo Bank, N.A., as Trust Administrator

                            	 
	 	 	 	 
	
                               

                            	
                              By:
                                

                            	 	 
	 	 	
                              Authorized
                                Officer

                            	 
	 	 	 	 
	 	 	 	 


                    

                     

                  

                

              

            

          

        

      

    

     

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    
      
         

        
          
            
              
                
                  
                    
                      	 	
                              Wells
                                Fargo Bank, 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 Trust Administrator 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-9 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-9 Certificates as of
                the
                Issue Date: $22,836,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $22,836,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AP6

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
      
         

        
          
            
              
                
                  
                    
                      	 	
                              Wells
                                Fargo Bank, N.A., as Trust Administrator

                            	 
	 	 	 	 
	
                               

                            	
                              By:
                                

                            	 	 
	 	 	
                              Authorized
                                Officer

                            	 
	 	 	 	 
	 	 	 	 


                    

                     

                  

                

              

            

          

        

      

    

     

    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      
         

        
          
            
              
                
                  
                    
                      	 	
                              Wells
                                Fargo Bank, 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 Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

     

    
 

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________

    
      	 	
              .

            


    

     

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


     

     

    EXHIBIT
      A-15

     

    FORM
      OF
      CLASS M-10 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    


     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-10 Certificates as of
                the
                Issue Date: $21,664,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $21,664,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AQ4

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
      
         

        
          
            
              
                
                  
                    
                      	 	
                              Wells
                                Fargo Bank, N.A., as Trust Administrator

                            	 
	 	 	 	 
	
                               

                            	
                              By:
                                

                            	 	 
	 	 	
                              Authorized
                                Officer

                            	 
	 	 	 	 
	 	 	 	 


                    

                     

                  

                

              

            

          

        

      



    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      
         

        
          
            
              
                
                  
                    
                      	 	
                              Wells
                                Fargo Bank, 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 Trust Administrator 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 M-11 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
      ADMINISTRATOR  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.

     

    EACH
      TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF
      1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS DESCRIBED HEREIN.

     

    


     

    
      	
              Series
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class M-11 Certificates as of
                the
                Issue Date: $9,369,000.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $9,369,000.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:
                17313B AR2

            


    

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, 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.

     

    Each
      transferee of this Certificate who is a Plan subject to ERISA or Section 4975
      of
      the Code, a Person acting, directly or indirectly, on behalf of any such Plan
      or
      a Person using "Plan Assets" to acquire this Certificate shall be deemed to
      have
      made the representations 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

    


    
       

      
        
           

          
            
              
                
                  
                    
                      
                        	 	
                                Wells
                                  Fargo Bank, N.A., as Trust Administrator

                              	 
	 	 	 	 
	
                                 

                              	
                                By:
                                  

                              	 	 
	 	 	
                                Authorized
                                  Officer

                              	 
	 	 	 	 
	 	 	 	 


                      

                       

                    

                  

                

              

            

          

        

      

    

     

    


    CERTIFICATE
      OF AUTHENTICATION

    


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

     

    
      
         

        
          
            
              
                
                  
                    
                      	 	
                              Wells
                                Fargo Bank, 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 Trust Administrator 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 CE-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 AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

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

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
      WITH THE PROCEDURES DESCRIBED HEREIN.

     

    
      	
              Series:
                2007-AMC4

            	
              Aggregate
                Certificate Principal Balance of the Class CE-1 Certificates as of
                the
                Issue Date: $62,066,193.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $[__]

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator: Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                [__]

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	
              Aggregate
                Notional Amount of the Class

               

              CE-1
                Certificates as of the Issue Date: $1,171,049,193.00

               

              Denomination:
                $[__]

               

            	
              Issue
                Date: June 29, 2007

               

              CUSIP:  17313B
                AT 8

            


    

    


    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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-1 Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all the Class CE-1
      Certificates in REMIC IV created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
      Inc. (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), the Master Servicer, the 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 CE-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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, 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 or the Master Servicer, 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 Master Servicer, 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator 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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  Wells
                                    Fargo Bank, N.A., as Trust Administrator

                                	 
	 	 	 	 
	
                                   

                                	
                                  By:
                                    

                                	 	 
	 	 	
                                  Authorized
                                    Officer

                                	 
	 	 	 	 
	 	 	 	 


                        

                         

                      

                    

                  

                

              

            

          

        

      

    

     

    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      
         

        
          
             

            
              
                
                  
                    
                      
                        
                          	 	
                                  Wells
                                    Fargo Bank, 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 Trust Administrator 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 CE-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 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 SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
      WITH THE PROCEDURES DESCRIBED HEREIN.

     

    
      	
              Series:
                2007-AMC

            	
              Aggregate
                Certificate Principal Balance of the Class CE-2 Certificates as of
                the
                Issue Date: $0.00

            
	 	 
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $0.00

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

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trust
                Administrator: Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trustee:
                U.S. Bank National Association

            
	 	 
	
              Aggregate
                Notional Amount of the Class

               

              CE-2
                Certificates as of the Issue Date: $1,171,049,193.00

               

               

            	
              Issue
                Date: June 29, 2007

               

              CUSIP:  17313B
                9A 1

            


    

    


    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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-2 Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all the Class CE-2
      Certificates in REMIC V created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
      Inc. (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), the Master Servicer, the 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 CE-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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, 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 or the Master Servicer, 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 Master Servicer, 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator 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

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    Wells
                                      Fargo Bank, N.A., as Trust Administrator

                                  	 
	 	 	 	 
	
                                     

                                  	
                                    By:
                                      

                                  	 	 
	 	 	
                                    Authorized
                                      Officer

                                  	 
	 	 	 	 
	 	 	 	 


                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    Wells
                                      Fargo Bank, 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 Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      
        	 
	 	
                .

              


      

    

     

    
      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

    

     

    


     

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________

    
      	 	
              .

            


    

     

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

     

     

    EXHIBIT
      A-19

     

    FORM
      OF
      CLASS 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 SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
      WITH THE PROCEDURES DESCRIBED HEREIN.

     

    


     

    
      	
              Series:
                2007-AMC4

            	
              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:
                $[__]

            
	 	 
	
              First
                Distribution Date: July 25, 2007

            	
              Servicer:  Ameriquest
                Mortgage Company

            
	 	 
	 	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                [__]

            	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 2007

            
	 	 
	 	
              CUSIP:  17313B
                AS 0

            


    

    


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

     

     

    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 mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, 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
      VI created pursuant to a Pooling and Servicing Agreement, dated as specified
      above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter
      called the “Depositor,” which term includes any successor entity under the
      Agreement), the Master Servicer, the Trust Administrator, 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
      Master Servicer, the Servicer, the Trust Administrator and the Trustee and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, 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 or the Master Servicer, 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 Master Servicer, 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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trust Administrator 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

     

    
       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      Wells
                                        Fargo Bank, N.A., as Trust Administrator

                                    	 
	 	 	 	 
	
                                       

                                    	
                                      By:
                                        

                                    	 	 
	 	 	
                                      Authorized
                                        Officer

                                    	 
	 	 	 	 
	 	 	 	 


                            

                             

                          

                        

                      

                    

                  

                

              

            

          

        



    

    CERTIFICATE
      OF AUTHENTICATION

    
 

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

    


    
       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      Wells
                                        Fargo Bank, 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 Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

     

    
 

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________

    
      	 	
              .

            


    

     

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


     

     

    EXHIBIT
      A-20

     

    FORM
      OF
      CLASS 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 SECTION 4975 OF 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 TRUST
      ADMINISTRATOR  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-AMC4

            	
              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:  Ameriquest
                Mortgage Company

            
	 	 
	 	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 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
      and adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator,  the Trustee,
      and the rights of the Certificateholders under the Agreement at any time by
      the
      Depositor, the Master Servicer, 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, the Master
      Servicer 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 Master Servicer, the
      Servicer and any Sub-Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

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

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Trust Administrator (i) an affidavit
      to
      the effect that such transferee is any Person other than a Disqualified
      Organization or the agent (including a broker, nominee or middleman) of a
      Disqualified Organization, and (ii) a certificate that acknowledges that (A)
      the
      Class R Certificates have been designated as a residual interest in REMIC I,
      REMIC II and REMIC III, (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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      Wells
                                        Fargo Bank, N.A., as Trust Administrator

                                    	 
	 	 	 	 
	
                                       

                                    	
                                      By:
                                        

                                    	 	 
	 	 	
                                      Authorized
                                        Officer

                                    	 
	 	 	 	 
	 	 	 	 


                            

                             

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

     

    
       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      Wells
                                        Fargo Bank, 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 Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

     

    
 

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________

    
      	 	
              .

            


    

     

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

     

    
 

    EXHIBIT
      A-21

     

    FORM
      OF
      CLASS 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 SECTION 4975 OF 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 TRUST
      ADMINISTRATOR  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-AMC4

            	
              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:  Ameriquest
                Mortgage Company

            
	 	 
	 	
              Master
                Servicer:  Wells Fargo Bank, N.A.

            
	 	 
	
              No.
                1

            	
              Trust
                Administrator:  Wells Fargo Bank, N.A.

            
	 	 
	 	
              Trustee:
                U.S. Bank National Association

            
	 	 
	 	
              Issue
                Date: June 29, 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
      and adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
      sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER 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 Master Servicer, 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
      Master Servicer, the Servicer, the Trust Administrator,  the Trustee,
      and the rights of the Certificateholders under the Agreement at any time by
      the
      Depositor, the Master Servicer, 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, the Master
      Servicer 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 Master Servicer, the
      Servicer and any Sub-Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

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

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Trust Administrator (i) an affidavit
      to
      the effect that such transferee is any Person other than a Disqualified
      Organization or the agent (including a broker, nominee or middleman) of a
      Disqualified Organization, and (ii) a certificate that acknowledges that (A)
      the
      Class R-X Certificates have been designated as a residual interest in REMIC
      IV,
      REMIC V, REMIC VI and REMIC VII, (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 Master Servicer, the Trust Administrator, the Trustee and any
      agent of the Depositor, the Master 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 Master 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 in accordance with Section 9.01.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trust Administrator 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

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        Wells
                                          Fargo Bank, N.A., as Trust Administrator

                                      	 
	 	 	 	 
	
                                         

                                      	
                                        By:
                                          

                                      	 	 
	 	 	
                                        Authorized
                                          Officer

                                      	 
	 	 	 	 
	 	 	 




                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        Wells
                                          Fargo Bank, 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 Trust Administrator 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).  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 Monthly 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 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.

              	
                4.02
                  statement

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

              	
                Form
                  10-D report:

                Trust
                  Administrator, Depositor

              
	
                (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

                Issuing
                  entity

                Master
                  Servicer

                Originator

                Custodian

                Servicer

              	
                (i)
                  All parties to the Pooling and Servicing Agreement (as to themselves),
                  (ii) the Trustee, Master Servicer and Depositor as to the Issuing
                  entity
                  and (iii) the Depositor as to the Sponsor, any 1110(b) originator
                  and any
                  1100(d)(i) party

                 

              
	
                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)

              	
                 

                 

                 

                Trust
                  Administrator

              
	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

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

              	
                Trustee,
                  Trust Administrator

              
	
                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

                Requesting
                  required financial information or effecting incorporation by
                  reference

              	
                 

                Trust
                  Administrator Depositor

              
	
                Item
                  1115(b) – Derivative Counterparty Financial Information*

                Determining
                  current maximum probable exposure

                Determining
                  current significance percentage

                Requesting
                  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,
                  Servicer, Master Servicer, Custodian, Trust
                  Administrator

              
	
                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,
                  Servicer, Master Servicer, Custodian, Trust
                  Administrator

              
	
                1.03

              	
                Bankruptcy
                  or Receivership

              	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Master Servicer, with respect to any of the following:

                Sponsor
                  (Seller), Depositor, Master Servicer, Trustee, Cap Provider,
                  Custodian

              	
                Depositor,
                  Servicer, Master Servicer, Custodian, Trust Administrator, Trustee
                  (as to
                  itself)

              
	
                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

              	
                Depositor/
                  Trust Administrator

              
	
                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 Master Servicer or Trustee

              	 
	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers, certificate
                  administrator or trustee.  Reg AB disclosure about any new
                  servicer or trustee is also required.

              	
                Depositor

              
	
                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.

                Requesting
                  Regulation AB disclosure about any new enhancement or effecting
                  incorporation by reference

              	
                Trust
                  Administrator

                 

                 

                 

                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 Regulation 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

              	
                The
                  Responsible Party applicable to reportable event, other than the
                  Trustee

              
	
                10-K

              	
                Must
                  be filed within 90 days of the fiscal year end for the
                  registrant.

              
	
                9B

              	
                Other
                  Information

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

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

              
	
                15

              	
                Exhibits
                  and Financial Statement Schedules

              	 
	
                Item
                  1112(b) –Significant Obligor Financial
                  Information

              	
                N/A

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

                Determining
                  applicable disclosure threshold

                Requesting
                  required financial information or effecting incorporation by
                  reference

              	
                 

                 

                Trust
                  Administrator Depositor

              
	
                Item
                  1115(b) – Derivative Counterparty Financial Information

                Determining
                  current maximum probable exposure

                Determining
                  current significance percentage

                Requesting
                  required financial information or effecting incorporation by
                  reference

              	
                Depositor

                Trust
                  Administrator

                 

                 

              
	
                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

                Issuing
                  entity

                Master
                  Servicer

                Originator

                Custodian

                Servicer

              	
                Seller

                Depositor

                Trustee

                Master
                  Servicer

                Custodian

                Servicer

              
	
                Item
                  1119 – Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

                Seller

                Depositor

                Trustee

                Issuing
                  entity

                Master
                  Servicer

                Servicer

                Originator

                Custodian

                Credit
                  Enhancer/Support Provider, if any

                Significant
                  Obligor, if any

              	
                 (i)
                  All parties to the Pooling and Servicing Agreement (as to themselves),
                  (ii) the Depositor as to the Sponsor, Originator, Significant Obligor,
                  Credit Enhancer/Support Provider and (iii) the Depositor as to
                  the Issuing
                  entity

                 

                 

              
	
                Item
                  1122 – Assessment of Compliance with Servicing
                  Criteria

              	
                Master
                  Servicer

                Trust
                  Administrator

                Custodian

                Servicer

              
	
                Item
                  1123 –Servicer Compliance Statement

              	
                Master
                  Servicer

                Trust
                  Administrator

                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

              	
                Wells
                  Fargo Bank, N.A. as Master Servicer and 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

              	 
	
                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

              	 
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	
                X

              	
                X

              	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	
                X

              	
                X

              	 
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.
                  *

              	
                X

              	
                X

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	
                X

              	
                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

              	 
	 	
                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

              	 
	
                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

              	 
	
                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

              	 
	
                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

              	 
	 	
                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

              	 	 
	
                1122(d)(4)(ii)

              	
                Pool
                  assets  and related documents are safeguarded as required by the
                  transaction agreements

              	
                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

              	 	 
	
                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

              	 	 
	
                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

              	 	 
	
                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

              	 	 
	
                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

              	
                X

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	 	
                X

              	 


      

      
 

      ____________ 

    

    
      * Subject
        to clarification from the
        SEC.

    

     

     

    EXHIBIT
      D

     

    FORM
      OF
      MORTGAGE LOAN PURCHASE AGREEMENT

     



    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    This
      is a
      Mortgage Loan Purchase Agreement (the “Agreement”), dated June 14, 2007, between
      Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the “Purchaser”),
      and Citigroup Global Markets Realty Corp., a New York corporation (the
“Seller”).

     

    Preliminary
      Statement

     

    The
      Seller intends to sell the Mortgage Loans (as hereinafter defined) to the
      Purchaser on the terms and subject to the conditions set forth in this
      Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
      pool comprising the trust fund. The trust fund will be evidenced by a single
      series of mortgage pass-through certificates designated as Series 2007-AMC4
      (the
“Certificates”).  The Certificates will consist of twenty-one classes
      of certificates.  The Certificates will be issued pursuant to a
      Pooling and Servicing Agreement, dated as of June 1, 2007 (the “Pooling and
      Servicing Agreement”), among the Purchaser as depositor (the “Depositor”), Ameriquest Mortgage Company
      as
      servicer (the “Servicer”), Wells Fargo Bank, N.A. as master servicer and trust
      administrator (the “Master Servicer” and the “Trust Administrator”) and U.S.
      Bank National Association as trustee (the “Trustee”).  Capitalized
      terms used but not defined herein shall have the meanings set forth in the
      Pooling and Servicing Agreement.

     

    The
      parties hereto agree as follows:

     

    SECTION
      1.  Agreement
      to Purchase. The Seller agrees to sell, and the Purchaser agrees to
      purchase, on or before June 29, 2007 (the “Closing Date”), certain conventional
      residential mortgage loans (the “Mortgage Loans”) originated by Argent Mortgage Company, L.L.C.
      (“Argent”) and Ameriquest Mortgage Company (“Ameriquest”; together with
      Argent, the “Originators”), having an aggregate principal balance as of
      the close of business on June 1, 2007 (the “Cut-off Date”) of
      $1,171,049,293.34  (the “Closing Balance”), after giving effect to all
      payments due on the Mortgage Loans on or before the Cut-off Date, whether or
      not
      received.

     

    SECTION
      2.  Mortgage
      Loan Schedule. The Purchaser and the Seller have agreed upon which of the
      mortgage loans owned by the Seller are to be purchased by the Purchaser pursuant
      to this Agreement and the Seller will prepare or cause to be prepared on or
      prior to the Closing Date a final schedule (the “Closing Schedule”) that
      together shall describe such Mortgage Loans and set forth all of the Mortgage
      Loans to be purchased under this Agreement. The Closing Schedule will conform
      to
      the requirements set forth in this Agreement and to the definition of “Mortgage
      Loan Schedule” under the Pooling and Servicing Agreement. The Closing Schedule
      shall be used as the Mortgage Loan Schedule under the Pooling and Servicing
      Agreement and shall be prepared by the Seller based on information provided
      by
      the Originators.

     

    SECTION
      3.  Consideration.

     

    (a)  In
      consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
      shall, as described in Section 7, pay to or upon the order of the Seller in
      immediately available funds a certain amount (the “Mortgage Loan Purchase
      Price”).

     

    (b)  The
      Purchaser or any assignee, transferee or designee of the Purchaser shall be
      entitled to all scheduled payments of principal due after the Cut-off Date,
      all
      other payments of principal due and collected after the Cut-off Date, and all
      payments of interest on the Mortgage Loans allocable to the period after the
      Cut-off Date. All scheduled payments of principal and interest due on or before
      the Cut-off Date and collected after the Cut-off Date shall belong to the
      Seller.

     

    (c)  Pursuant
      to the Pooling and Servicing Agreement, the Purchaser will assign all of its
      right, title and interest in and to the Mortgage Loans, together with its rights
      under this Agreement, to the Trustee for the benefit of the related
      Certificateholders.

     

    SECTION
      4.  Transfer
      of the Mortgage Loans.

     

    (a)  Possession
      of Mortgage Files.  The Seller does hereby sell, transfer, assign,
      set over and convey to the Purchaser, without recourse but subject to the terms
      of this Agreement, all of its right, title and interest in, to and under the
      Mortgage Loans; provided that such assignment shall not include any of the
      Servicing Rights. The contents of each Mortgage File not delivered to the
      Purchaser or to any assignee, transferee or designee of the Purchaser on or
      prior to the Closing Date are and shall be held in trust by the Seller for
      the
      benefit of the Purchaser or any assignee, transferee or designee of the
      Purchaser. Upon the sale of the Mortgage Loans, the ownership of each Mortgage
      Note, the related Mortgage and the other contents of the related Mortgage File
      is vested in the Purchaser and the ownership of all records and documents with
      respect to the related Mortgage Loan prepared by or that come into the
      possession of the Seller on or after the Closing Date shall immediately vest
      in
      the Purchaser and shall be delivered immediately to the Purchaser or as
      otherwise directed by the Purchaser.

     

    (b)  Delivery
      of Mortgage Loan Documents.  The Seller will, on or prior to the
      Closing Date, deliver or cause to be delivered to the Purchaser or any assignee,
      transferee or designee of the Purchaser each of the following documents for
      each
      Mortgage Loan:

     

    (i)  The
      Mortgage Note, endorsed by manual or facsimile signature without recourse by
      the
      related Originator or an Affiliate of the related 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 related 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
      related Originator or an Affiliate of the related Originator to the Trustee
      in
      blank or in recordable form of the Mortgage which may be included, where
      permitted by local law, in a blanket assignment or assignments of the Mortgage
      to the Trustee, including any intervening assignments and showing a complete
      chain of title from the original mortgagee named under the Mortgage to the
      Person assigning the Mortgage Loan to the Trustee (or to MERS, noting the
      presence of the MIN, if the Mortgage Loan is registered on the MERS®
System);

     

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

     

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

     

    In
      instances where an original recorded Mortgage cannot be delivered by the Seller
      to the Purchaser 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 Seller may, (a) in lieu of delivering such original recorded
      Mortgage referred to in clause (b)(ii) above, deliver to the Purchaser a copy
      thereof, provided that the Seller 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 (b)(iii)
      above
      to the Purchaser, deliver such assignment to the Purchaser completed except
      for
      recording information.  In all such instances, the Seller will deliver
      the original recorded Mortgage and completed assignment (if applicable) to
      the
      Purchaser promptly upon receipt of such Mortgage.  In instances where
      an original recorded Mortgage has been lost or misplaced, the Seller 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
      (b)(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 Seller to the Purchaser prior to or concurrently
      with
      the execution and delivery of this Agreement because such policy is not yet
      available, the Seller may, in lieu of delivering the original or a copy of
      such
      title insurance referred to in clause (b)(v) above, deliver to the Purchaser
      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 Purchaser 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 Seller
      to the Purchaser prior to or concurrently with the execution and delivery of
      this Agreement, the Seller may, in lieu of delivering the original of such
      agreement referred to in clause (b)(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 related Servicer, at the expense of
      the
      Seller shall promptly (and in no event later than five Business Days following
      the later of the Closing Date and the date of receipt by the related 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 (b)(iii)
      above.  In the event that any such Assignment is lost or returned
      unrecorded because of a defect therein, the related Servicer, at the expense
      of
      the Seller, shall promptly prepare or cause to be prepared a substitute
      Assignment or cure or cause to be cured such defect, as the case may be, and
      thereafter cause each such Assignment to be duly
      recorded.  Notwithstanding the foregoing, but without limiting the
      requirement that such Assignments be in recordable form, neither the related
      Servicer nor the Trustee shall be required to submit or cause to be submitted
      for recording any Assignment delivered to it or a Custodian pursuant to (b)(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 related Servicer shall submit each Assignment
      for recording, at no expense to the Trust Fund or the related 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 Seller, (D) the occurrence of a servicing transfer as described
      in Section 7.02 of the Pooling and Servicing Agreement and (E) with respect
      to
      any one Assignment the occurrence of a foreclosure relating to the Mortgagor
      under the related Mortgage.  Notwithstanding the foregoing, if the
      Seller fails to pay the cost of recording the Assignments, such expense will
      be
      paid by the related Servicer and such Servicer shall be reimbursed for such
      expenses by the Trust as Servicing Advances.

     

    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 (b)(i) above cannot be
      located, the obligations of the Seller to deliver such documents shall be deemed
      to be satisfied upon delivery to the Purchaser of a photocopy of such Mortgage
      Note, if available, with a lost note affidavit.  If any of the
      original Mortgage Notes for which a lost note affidavit was delivered to the
      Purchaser is subsequently located, such original Mortgage Note shall be
      delivered to the Purchaser within three Business Days.

     

    The
      Seller shall deliver or cause to be delivered to the Purchaser 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
      Purchaser are and shall be held by or on behalf of the Seller, the Purchaser
      or
      the related 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 Seller that is not required pursuant to
      the
      terms of this Section to be a part of a Mortgage File, shall be delivered
      promptly to the related Servicer.

     

    (c)  Acceptance
      of Mortgage Loans. The documents delivered pursuant to Section 4(b) hereof
      shall be reviewed by the Purchaser or any assignee, transferee or designee
      of
      the Purchaser at any time before or after the Closing Date (and with respect
      to
      each document permitted to be delivered after the Closing Date within seven
      days
      of its delivery) to ascertain that all required documents have been executed
      and
      received and that such documents relate to the Mortgage Loans identified on
      the
      Mortgage Loan Schedule.

     

    (d)  Transfer
      of Interest in Agreements. The Purchaser has the right to assign its
      interest under this Agreement, in whole or in part, to the Trustee, as may
      be
      required to effect the purposes of the Pooling and Servicing Agreement, without
      the consent of the Seller, and the assignee shall succeed to the rights and
      obligations hereunder of the Purchaser. Any expense reasonably incurred by
      or on
      behalf of the Purchaser or the Trustee in connection with enforcing any
      obligations of the Seller under this Agreement will be promptly reimbursed
      by
      the Seller.

     

    (e)  Examination
      of Mortgage Files. Prior to the Closing Date, the Seller shall either (i)
      deliver in escrow to the Purchaser or to any assignee, transferee or designee
      of
      the Purchaser, for examination, the Mortgage File pertaining to each Mortgage
      Loan, or (ii) make such Mortgage Files available to the Purchaser or to any
      assignee, transferee or designee of the Purchaser for examination. Such
      examination may be made by the Purchaser or the Trustee, and their respective
      designees, upon reasonable notice to the Seller during normal business hours
      before the Closing Date and within 60 days after the Closing Date. If any such
      person makes such examination prior to the Closing Date and identifies any
      Mortgage Loans that do not conform to the requirements of the Purchaser as
      described in this Agreement, such Mortgage Loans shall be deleted from the
      Closing Schedule. The Purchaser may, at its option and without notice to the
      Seller, purchase all or part of the Mortgage Loans without conducting any
      partial or complete examination. The fact that the Purchaser or any person
      has
      conducted or has failed to conduct any partial or complete examination of the
      Mortgage Files shall not affect the rights of the Purchaser or any assignee,
      transferee or designee of the Purchaser to demand repurchase or other relief
      as
      provided herein or under the Pooling and Servicing Agreement.

     

    SECTION
      5.  Representations,
      Warranties and Covenants of the Seller.

     

    (a)  The
      Seller hereby represents and warrants, for the benefit of the Purchaser, that
      the representations and warranties set forth on Exhibit A hereto are true and
      correct as of the date hereof and as of the Closing Date.

     

    (b)  The
      Seller hereby represents and warrants to the Purchaser, as of the date hereof
      and as of the Closing Date, and covenants, that with respect to each Group
      I
      Mortgage Loan:

     

    (i)  The
      original principal balance of each Mortgage Loan is within Freddie Mac’s dollar
      amount limits for conforming one- to four-family mortgage loans;

     

    (ii)  The
      original principal balance of any first-lien Mortgage Loan does not exceed
      the
      applicable Freddie Mac loan limit;

     

    (iii)  Each
      Mortgage Loan that is secured by a subordinate lien on the related Mortgaged
      Property is on a one- to four-family residence that is the principal residence
      of the borrower;

     

    (iv)  The
      original loan amount of any subordinate-lien Mortgage Loan does not exceed
      one-half of the one-unit limitation for first lien mortgage loans, or $208,500
      (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without regard to the
      number of units;

     

    (v)  The
      aggregate original principal balance of the first and subordinate lien Mortgage
      Loans relating to the same Mortgaged Property with respect to any Mortgage
      Loan
      does not exceed Freddie Mac’s applicable loan limits for first-lien mortgage
      loans for that property type;

     

    (vi)  No
      borrower obtained a prepaid single-premium credit-life, credit disability,
      credit unemployment or credit property insurance policy in connection with
      the
      origination of any Mortgage Loan;

     

    (vii)  With
      respect to any Mortgage Loan, no borrower was charged “point and fees” in an
      amount greater than (a) $1,000 or (b) 5% of the principal amount of such
      Mortgage Loan, whichever is greater.  For purposes of this
      representation, “points and fees” (x) include origination, underwriting, broker
      and finder’s fees and charges that the lender imposed as a condition of making
      the Mortgage Loan, whether they are paid to the lender or a third party; and
      (y)
      exclude bona fide discount points, fees paid for actual services rendered in
      connection with the origination of the Mortgage (such as attorneys’ fees,
      notaries fees and fees paid for property appraisals, credit reports, surveys,
      title examinations and extracts, flood and tax certifications, and home
      inspections); the cost of mortgage insurance or credit-risk price adjustments;
      the costs of title, hazard, and flood insurance policies; state and local
      transfer taxes or fees; escrow deposits for the future payment of taxes and
      insurance premiums; and other miscellaneous fees and charges that, in total,
      do
      not exceed 0.25 percent of the loan amount;

     

    (viii)  No
      Mortgage Loan exceeds the “annual percentage rate” or “points and fees payable
      by the borrower” threshold as described in HOEPA;

     

    (ix)  No
      Mortgagor with respect to a Mortgage Loan was encouraged or required to select
      a
      mortgage loan product offered by the related Originator which is a higher cost
      product designed for a less creditworthy mortgagor, unless at the time of the
      Mortgage Loan's origination, such Mortgagor did not qualify taking into account
      credit history and debt-to income ratios for a lower-cost credit product then
      offered by the Originator.  A borrower who is able to qualify for one
      of the Originator’s standard products should be directed towards or offered the
      Originator’s standard mortgage line;

     

    (x)  With
      respect to any Mortgage Loan that contains a provision permitting imposition
      of
      a premium upon a prepayment prior to maturity: (a) prior to the Mortgage Loan’s
      origination, the borrower agreed to such premium in exchange for a monetary
      benefit, including but not limited to a rate or fee reduction; (b) the related
      Originator had a written policy of offering the borrower the option of obtaining
      a mortgage loan that did not require payment of such a premium unless the
      mortgage loan that did not require payment of such a premium would be a mortgage
      loan that is a HOEPA loan or a high-cost home loan under any applicable state
      or
      local law and prohibited by the related Originator's underwriting guidelines,
      and the Mortgage Loan was made available to the borrower with and without a
      prepayment premium; (c) the prepayment premium is adequately disclosed to the
      borrower pursuant to applicable state and federal law; (d) no Mortgage Loan
      originated on or after October 1, 2002 will impose a prepayment premium for
      a
      term in excess of three years, and any Mortgage Loan originated prior to such
      date will not impose prepayment penalties in excess of five years; in each
      case
      unless the loan was modified to reduce the prepayment period to no more than
      three years from the date of the note and the borrower was notified in writing
      of such reduction in prepayment period; and (e) notwithstanding any state or
      federal law to the contrary, the related Servicer shall not impose such
      prepayment premium in any instance when the Mortgage Loan is accelerated or
      paid
      off in connection with the workout of a delinquent mortgage or due to the
      borrower’s default;

     

    (xi)  The
      methodology used in underwriting the extension of credit for each Mortgage
      Loan
      did not rely on the extent of the borrower’s equity in the collateral as the
      principal determining factor in approving such extension of
      credit.  The methodology employed objective criteria that related such
      facts as, without limitation, the borrower’s credit history, income, assets or
      liabilities, to the proposed mortgage payment and, based on such methodology,
      the related Originator made a reasonable determination that at the time of
      origination the borrower had the ability to make timely payments on the Mortgage
      Loan;

     

    (xii)  No
      Mortgage Loan is secured by a manufactured housing unit; and

     

    (xiii)  No
      Mortgage Loan is “seasoned.”

     

    (c)  The
      Seller hereby represents and warrants to the Purchaser, as of the date hereof
      and as of the Closing Date, and covenants, that:

     

    (i)  The
      Seller is duly organized, validly existing and in good standing as a corporation
      under the laws of the State of New York with full corporate power and authority
      to conduct its business as presently conducted by it to the extent material
      to
      the consummation of the transactions contemplated herein. The Seller has the
      full corporate power and authority to own the Mortgage Loans and to transfer
      and
      convey the Mortgage Loans to the Purchaser and has the full corporate power
      and
      authority to execute and deliver, engage in the transactions contemplated by,
      and perform and observe the terms and conditions of this Agreement.

     

    (ii)  The
      Seller has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery hereof by the Purchaser,
      constitutes a legal, valid and binding obligation of the Seller, enforceable
      against it in accordance with its terms except as the enforceability thereof
      may
      be limited by bankruptcy, insolvency or reorganization or by general principles
      of equity.

     

    (iii)  The
      execution, delivery and performance of this Agreement by the Seller (x) does
      not
      conflict and will not conflict with, does not breach and will not result in
      a
      breach of and does not constitute and will not constitute a default (or an
      event, which with notice or lapse of time or both, would constitute a default)
      under (A) any terms or provisions of the articles of incorporation or by-laws
      of
      the Seller, (B) any term or provision of any material agreement, contract,
      instrument or indenture, to which the Seller is a party or by which the Seller
      or any of its property is bound or (C) any law, rule, regulation, order,
      judgment, writ, injunction or decree of any court or governmental authority
      having jurisdiction over the Seller or any of its property and (y) does not
      create or impose and will not result in the creation or imposition of any lien,
      charge or encumbrance which would have a material adverse effect upon the
      Mortgage Loans or any documents or instruments evidencing or securing the
      Mortgage Loans.

     

    (iv)  No
      consent, approval, authorization or order of, registration or filing with,
      or
      notice on behalf of the Seller to any governmental authority or court is
      required, under federal laws or the laws of the State of New York, for the
      execution, delivery and performance by the Seller of, or compliance by the
      Seller with, this Agreement or the consummation by the Seller of any other
      transaction contemplated hereby and by the Pooling and Servicing Agreement;
      provided, however, that the Seller makes no representation or warranty regarding
      federal or state securities laws in connection with the sale or distribution
      of
      the Certificates.

     

    (v)  This
      Agreement does not contain any untrue statement of material fact or omit to
      state a material fact necessary to make the statements contained herein not
      misleading.  The written statements, reports and other documents
      prepared and furnished or to be prepared and furnished by the Seller pursuant
      to
      this Agreement or in connection with the transactions contemplated hereby taken
      in the aggregate do not contain any untrue statement of material fact or omit
      to
      state a material fact necessary to make the statements contained therein not
      misleading.

     

    (vi)  The
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its performance and compliance with the terms of this
      Agreement will not constitute a violation with respect to, any order or decree
      of any court or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction over the Seller or its assets, which
      violation might have consequences that would materially and adversely affect
      the
      condition (financial or otherwise) or the operation of the Seller or its assets
      or might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder.

     

    (vii)  The
      Seller does not believe, nor does it have any reason or cause to believe, that
      it cannot perform each and every covenant contained in this
      Agreement.

     

    (viii)  Immediately
      prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
      the Seller will be the owner of the related Mortgage and the indebtedness
      evidenced by the related Mortgage Note, and, upon the payment to the Seller
      of
      the Purchase Price, in the event that the Seller retains or has retained record
      title, the Seller shall retain such record title to each Mortgage, each related
      Mortgage Note and the related Mortgage Files with respect thereto in trust
      for
      the Purchaser as the owner thereof from and after the date hereof.

     

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

     

    (x)  The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Seller, and the transfer, assignment and
      conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject
      to the bulk transfer or any similar statutory provisions.

     

    (xi)  The
      Seller has not dealt with any broker, investment banker, agent or other person,
      except for the Purchaser or any of its affiliates, that may be entitled to
      any
      commission or compensation in connection with the sale of the Mortgage
      Loans.

     

    (xii)  There
      is
      no litigation currently pending or, to the best of the Seller’s knowledge
      without independent investigation, threatened against the Seller that would
      reasonably be expected to adversely affect the transfer of the Mortgage Loans,
      the issuance of the Certificates or the execution, delivery, performance or
      enforceability of this Agreement, or that would result in a material adverse
      change in the financial condition of the Seller.

     

    (xiii)  The
      Seller is solvent and will not be rendered insolvent by the consummation of
      the
      transactions contemplated hereby.  The Seller is not transferring any
      Mortgage loan with any intent to hinder, delay or defraud any of its
      creditors.

     

    
      	
              SECTION
                6.  

            	
              Repurchase
                Obligation for Defective Documentation and for Breach of Representation
                and Warranty.

            


    

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and
      shall inure to the benefit of the Purchaser and any assignee, transferee or
      designee of the Purchaser, including the Trustee for the benefit of holders
      of
      the Mortgage Pass-Through Certificates evidencing an interest in all or a
      portion of the Mortgage Loans, notwithstanding any restrictive or qualified
      endorsement on any Mortgage Note or Assignment or the examination or lack of
      examination of any Mortgage File.  With respect to the representations
      and warranties contained herein that are made to the knowledge or the best
      knowledge of the Seller, or as to which the Seller has no knowledge, if it
      is
      discovered that the substance of any such representation and warranty is
      inaccurate and the inaccuracy materially and adversely affects the value of
      the
      related Mortgage Loan, or the interest therein of the Purchaser or the
      Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s
      lack of knowledge with respect to the substance of such representation and
      warranty being inaccurate at the time the representation and warranty was made,
      such inaccuracy shall be deemed a breach of the applicable representation and
      warranty and the Seller shall take such action described in the following
      paragraphs of this Section 6 in respect of such Mortgage Loan.  Upon
      discovery by either the Seller or the Purchaser of a breach of any of the
      foregoing representations and warranties made by the Seller that materially
      and
      adversely affects the value of the Mortgage Loans or the interest of the
      Purchaser (or which materially and adversely affects the interests of the
      Purchaser in the related Mortgage Loan in the case of a representation and
      warranty relating to a particular Mortgage Loan), the party discovering such
      breach shall give prompt written notice to the other.  In addition,
      the Seller hereby acknowledges and agrees that any breach of the representations
      set forth in Section 5(b) hereof shall be deemed to materially and adversely
      affect the value of the related mortgage loans or the interests of the Trust
      in
      the related mortgage loans.

     

    Within
      90
      days of the earlier of either discovery by or notice to the Seller of any breach
      of a representation or warranty made by the Seller that materially and adversely
      affects the value of a Mortgage Loan or the Mortgage Loans or the interest
      therein of the Purchaser, the Seller shall use its best efforts promptly to
      cure
      such breach in all material respects and, if such breach cannot be cured, the
      Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the
      Purchase Price. The Seller may, at the request of the Purchaser and assuming
      the
      Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a
      deficient Mortgage Loan as provided above, remove such Mortgage Loan and
      substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the
      Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall
      repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s)
      pursuant to the foregoing provisions of this Section 6 shall occur on a date
      designated by the Purchaser and shall be accomplished by deposit in accordance
      with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or
      substitution required by this Section shall be made in a manner consistent
      with
      Section 2.03 of the Pooling and Servicing Agreement.

     

    At
      the
      time of substitution or repurchase by the Seller of any deficient Mortgage
      Loan,
      the Purchaser and the Seller shall arrange for the reassignment of the
      repurchased or substituted Mortgage Loan to the Seller and the delivery to
      the
      Seller of any documents held by the Trustee relating to the deficient or
      repurchased Mortgage Loan. In the event the Purchase Price is deposited in
      the
      Collection Account, the Seller shall, simultaneously with such deposit, give
      written notice to the Purchaser that such deposit has taken place. Upon such
      repurchase, the Mortgage Loan Schedule shall be amended to reflect the
      withdrawal of the repurchased Mortgage Loan from this Agreement.

     

    As
      to any
      Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
      Mortgage Loan or Loans, the Seller shall effect such substitution by delivering
      to the Purchaser or its designee for such Qualified Substitute Mortgage Loan
      or
      Loans the Mortgage Note, the Mortgage, the Assignment and such other documents
      and agreements as are required by the Pooling and Servicing Agreement, with
      the
      Mortgage Note endorsed as required therein. The Seller shall remit for deposit
      in the Collection Account the Monthly Payment due on such Qualified Substitute
      Mortgage Loan or Loans in the month following the date of such substitution.
      Monthly payments due with respect to Qualified Substitute Mortgage Loans in
      the
      month of substitution will be retained by the Seller. For the month of
      substitution, distributions to the Purchaser will include the Monthly Payment
      due on such Deleted Mortgage Loan in the month of substitution, and the Seller
      shall thereafter be entitled to retain all amounts subsequently received by
      the
      Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the
      Qualified Substitute Mortgage Loans shall be subject to the terms of this
      Agreement in all respects, and the Seller shall be deemed to have made with
      respect to such Qualified Substitute Mortgage Loan or Loans as of the date
      of
      substitution, the covenants, representations and warranties set forth in Section
      5.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      Section 5 shall survive delivery of the respective Mortgage Files to the Trustee
      on behalf of the Purchaser.

     

    It
      is
      understood and agreed that (i) the obligations of the Seller set forth in this
      Section 6 to cure, repurchase and substitute for a defective Mortgage Loan
      and
      (ii) the obligations of the Seller as provided in the next sentence constitute
      the sole remedies of the Purchaser respecting a missing or defective document
      or
      a breach of the representations and warranties contained in Section
      5.   The Seller shall indemnify the Purchaser and hold it
      harmless against any losses, damages, penalties, fines, forfeitures, reasonable
      and necessary legal fees and related costs, judgments, and other costs and
      expenses resulting from any claim, demand, defense or assertion based on or
      grounded upon, or resulting from, a breach of the representations and warranties
      contained in Section 5 of this Agreement.

     

    SECTION
      7.  Closing;
      Payment for the Mortgage Loans. The closing of the purchase and sale of the
      Mortgage Loans shall be held at the New York City office of Thacher Proffitt
      & Wood LLP at 10:00 AM New York City time on the Closing Date.

     

    The
      closing shall be subject to each of the following conditions:

     

    (a)  All
      of
      the representations and warranties of the Seller under this Agreement shall
      be
      true and correct in all material respects as of the date as of which they are
      made and no event shall have occurred which, with notice or the passage of
      time,
      would constitute a default under this Agreement;

     

    (b)  The
      Purchaser shall have received, or the attorneys of the Purchaser shall have
      received in escrow (to be released from escrow at the time of closing), all
      Closing Documents as specified in Section 8 of this Agreement, in such forms
      as
      are agreed upon and acceptable to the Purchaser, duly executed by all
      signatories other than the Purchaser as required pursuant to the respective
      terms thereof;

     

    (c)  The
      Seller shall have delivered or caused to be delivered and released to the
      Purchaser or to its designee, all documents (including without limitation,
      the
      Mortgage Loans) required to be so delivered by the Purchaser; and

     

    (d)  All
      other
      terms and conditions of this Agreement shall have been complied
      with.

     

    Subject
      to the foregoing conditions, the Purchaser shall deliver or cause to be
      delivered to the Seller on the Closing Date, against delivery and release by
      the
      Seller to the Trustee of all documents required pursuant to the Pooling and
      Servicing Agreement, the consideration for the Mortgage Loans as specified
      in
      Section 3 of this Agreement, by delivery to the Seller of the Mortgage Loan
      Purchase Price.

     

    SECTION
      8.  Closing
      Documents. Without limiting the generality of Section 7 hereof, the closing
      shall be subject to delivery of each of the following documents:

     

    (a)  An
      Officers’ Certificate of the Seller, dated the Closing Date, upon which the
      Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a
      form acceptable to the Purchaser;

     

    (b)  A
      Secretary’s Certificate of the Seller, dated the Closing Date, upon which the
      Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser,
      and attached thereto copies of the certificate of incorporation, by-laws and
      certificate of good standing of the Seller;

     

    (c)  An
      Opinion of Counsel of the Seller, dated the Closing Date and addressed to the
      Purchaser and the Underwriter, in a form acceptable to the
      Purchaser;

     

    (d)  Such
      opinions of counsel as the Rating Agencies or the Trustee may request in
      connection with the sale of the Mortgage Loans by the Seller to the Purchaser
      or
      the Seller’s execution and delivery of, or performance under, this
      Agreement;

     

    (e)  A
      letter
      from Deloitte & Touche L.L.P., certified public accountants, dated the date
      hereof and to the effect that they have performed certain specified procedures
      as a result of which they determined that certain information of an accounting,
      financial or statistical nature set forth in the Purchaser’s Prospectus
      Supplement, dated June [___], 2007, agrees with the records of the
      Seller;

     

    (f)  [Reserved];
      and

     

    (g)  Such
      further information, certificates, opinions and documents as the Purchaser
      or
      the Underwriter may reasonably request.

     

    SECTION
      9.  Costs.
      The Seller shall pay (or shall reimburse the Purchaser or any other Person
      to
      the extent that the Purchaser or such other Person shall pay) all necessary
      and
      reasonable costs and expenses incurred directly in delivering this Agreement,
      the Pooling and Servicing Agreement, the Certificates, the prospectus,
      prospectus supplement and any private placement memorandum relating to the
      Certificates and other related documents, the fees and expenses of the
      Purchaser’s counsel in connection with the preparation of all documents relating
      to the securitization of the Mortgage Loans, the filing fee charged by the
      Securities and Exchange Commission for registration of the Certificates, the
      fees charged by any rating agency to rate the Certificates and the ongoing
      expenses of the Rating Agencies. All other costs and expenses in connection
      with
      the transactions contemplated hereunder shall be borne by the party incurring
      such expense.

     

    SECTION
      10.  [Reserved].

     

    SECTION
      11.  Mandatory
      Delivery; Grant of Security Interest. The sale and delivery on the Closing
      Date of the Mortgage Loans described on the Mortgage Loan Schedule in accordance
      with the terms and conditions of this Agreement is mandatory. It is specifically
      understood and agreed that each Mortgage Loan is unique and identifiable on
      the
      date hereof and that an award of money damages would be insufficient to
      compensate the Purchaser for the losses and damages incurred by the Purchaser
      in
      the event of the Seller’s failure to deliver the Mortgage Loans on or before the
      Closing Date. The Seller hereby grants to the Purchaser a lien on and a
      continuing security interest in the Seller’s interest in each Mortgage Loan and
      each document and instrument evidencing each such Mortgage Loan to secure the
      performance by the Seller of its obligation hereunder, and the Seller agrees
      that it holds such Mortgage Loans in custody for the Purchaser, subject to
      the
      Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to
      the extent permitted by this Agreement and (ii) obligation to deliver or cause
      to be delivered the consideration for the Mortgage Loans pursuant to Section
      7
      hereof. Any Mortgage Loans rejected by the Purchaser shall concurrently
      therewith be released from the security interest created hereby. The Seller
      agrees that, upon acceptance of the Mortgage Loans by the Purchaser or its
      designee and delivery of payment to the Seller, that its security interest
      in
      the Mortgage Loans shall be released. All rights and remedies of the Purchaser
      under this Agreement are distinct from, and cumulative with, any other rights
      or
      remedies under this Agreement or afforded by law or equity and all such rights
      and remedies may be exercised concurrently, independently or
      successively.

     

    Notwithstanding
      the foregoing, if on the Closing Date, each of the conditions set forth in
      Section 7 hereof shall have been satisfied and the Purchaser shall not have
      paid
      or caused to be paid the Mortgage Loan Purchase Price, or any such condition
      shall not have been waived or satisfied and the Purchaser determines not to
      pay
      or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall
      immediately effect the redelivery of the Mortgage Loans, if delivery to the
      Purchaser has occurred and the security interest created by this Section 11
      shall be deemed to have been released.

     

    SECTION
      12.  Notices.
      All demands, notices and communications hereunder shall be in writing and shall
      be deemed to have been duly given if personally delivered to or mailed by
      registered mail, postage prepaid, or transmitted by telex or telegraph and
      confirmed by a similar mailed writing, if to the Purchaser, addressed to the
      Purchaser at 390 Greenwich Street, 4th Floor, New York, New York 10013,
      Attention: Mortgage Finance Group, or such other address as may hereafter be
      furnished to the Seller in writing by the Purchaser, and if to the Seller,
      addressed to the Seller at 390 Greenwich Street, 4th Floor, New York, New York
      10013, Attention: Mortgage Finance Group, or such other address as may hereafter
      be furnished to the Purchaser in writing by the Seller.

     

    SECTION
      13.  Severability
      of Provisions. Any part, provision, representation or warranty of this
      Agreement which is prohibited or which is held to be void or unenforceable
      shall
      be ineffective to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions hereof. Any part, provision,
      representation or warranty of this Agreement which is prohibited or
      unenforceable or is held to be void or unenforceable in any jurisdiction shall,
      as to such jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof, and
      any
      such prohibition or unenforceability in any jurisdiction as to any Mortgage
      Loan
      shall not invalidate or render unenforceable such provision in any other
      jurisdiction. To the extent permitted by applicable law, the parties hereto
      waive any provision of law which prohibits or renders void or unenforceable
      any
      provision hereof.

     

    SECTION
      14.  Agreement
      of Parties. The Seller and the Purchaser each agree to execute and deliver
      such instruments and take such actions as either of the others may, from time
      to
      time, reasonably request in order to effectuate the purpose and to carry out
      the
      terms of this Agreement and the Pooling and Servicing Agreement.

     

    SECTION
      15.  Survival.
      The Seller agrees that the representations, warranties and agreements made
      by it
      herein and in any certificate or other instrument delivered pursuant hereto
      shall be deemed to be relied upon by the Purchaser, notwithstanding any
      investigation heretofore or hereafter made by the Purchaser or on its behalf,
      and that the representations, warranties and agreements made by the Seller
      herein or in any such certificate or other instrument shall survive the delivery
      of and payment for the Mortgage Loans and shall continue in full force and
      effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
      Notes and notwithstanding subsequent termination of this Agreement, the Pooling
      and Servicing Agreement or the Trust Fund.

     

    SECTION
      16.  GOVERNING
      LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
      OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
      THE
      LAWS (INCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
      NEW
      YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
      NEW
      YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

     

    SECTION
      17.  Miscellaneous.
      This Agreement may be executed in two or more counterparts, each of which when
      so executed and delivered shall be an original, but all of which together shall
      constitute one and the same instrument. This Agreement shall inure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and assigns. This Agreement supersedes all prior agreements and
      understandings relating to the subject matter hereof. Neither this Agreement
      nor
      any term hereof may be changed, waived, discharged or terminated orally, but
      only by an instrument in writing signed by the party against whom enforcement
      of
      the change, waiver, discharge or termination is sought. The headings in this
      Agreement are for purposes of reference only and shall not limit or otherwise
      affect the meaning hereof.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Seller to the Purchaser as provided in Section 4 hereof be, and be
      construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and
      not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
      a
      debt or other obligation of the Seller. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      are
      held to be property of the Seller, then, (a) it is the express intent of the
      parties that such conveyance be deemed a pledge of the Mortgage Loans by the
      Seller to the Purchaser to secure a debt or other obligation of the Seller
      and
      (b) (1) this Agreement shall also be deemed to be a security agreement within
      the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2)
      the
      conveyance provided for in Section 4 hereof shall be deemed to be a grant by
      the
      Seller to the Purchaser of a security interest in all of the Seller’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, including without limitation
      all amounts, other than investment earnings, from time to time held or invested
      in the Collection Account whether in the form of cash, instruments, securities
      or other property; (3) the possession by the Purchaser or its agent of Mortgage
      Notes, the related Mortgages and such other items of property that constitute
      instruments, money, negotiable documents or chattel paper shall be deemed to
      be
“possession by the secured party” for purposes of perfecting the security
      interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
      and
      (4) notifications to persons holding such property, and acknowledgments,
      receipts or confirmations from persons holding such property, shall be deemed
      notifications to, or acknowledgments, receipts or confirmations from, financial
      intermediaries, bailees or agents (as applicable) of the Purchaser for the
      purpose of perfecting such security interest under applicable law. Any
      assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
      shall also be deemed to be an assignment of any security interest created
      hereby. The Seller and the Purchaser shall, to the extent consistent with this
      Agreement, take such actions as may be necessary to ensure that, if this
      Agreement were deemed to create a security interest in the Mortgage Loans,
      such
      security interest would be deemed to be a perfected security interest of first
      priority under applicable law and will be maintained as such throughout the
      term
      of this Agreement and the Pooling and Servicing Agreement.

     

    SECTION
      18.  Indemnification.
      The Seller shall indemnify and hold harmless each of (i) the Purchaser, (ii)
      Citigroup Global Markets Inc. and (iii) each person, if any, who controls the
      Purchaser within the meaning of Section 15 of the Securities Act of 1933, as
      amended (the “1933 Act”) ((i) through (iii) collectively, the “Indemnified
      Party”) against any and all losses, claims, expenses, damages or liabilities to
      which the Indemnified Party may become subject, under the 1933 Act or otherwise,
      insofar as such losses, claims, expenses, damages or liabilities (or actions
      in
      respect thereof) arise out of, are based upon, or result from, a breach by
      the
      Seller of any of  the representations and warranties made by the
      Seller herein, it being understood that the Purchaser has relied upon such
      representations and warranties.

     

    IN
      WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be
      signed by their respective officers thereunto duly authorized as of the date
      first above written.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST
                INC.

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 	 
	 	 	 	 	 	 	 	
              Name:

            	 	 
	 	 	 	 	 	 	 	
              Title:

            	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              CITIGROUP
                GLOBAL MARKETS REALTY

              CORP.

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 	 
	 	 	 	 	 	 	 	
              Name:

            	 	 
	 	 	 	 	 	 	 	
              Title:

            	 	 


    

    


    


    EXHIBIT
      A

     

    Representation
      and Warranties with respect to the Mortgage Loans

     

    All
      capitalized terms in this Exhibit A
      shall have the meanings ascribed to them in the Mortgage Loan Purchase and
      Interim Servicing Agreement, dated December 28, 2004, between Citigroup
      Global Markets Realty Corp. (“CGMRC”) and Ameriquest Mortgage Company
      (“Ameriquest”), as amended; provided, however, that the terms “Mortgage Loan
      Schedule” and “Originators” shall have the meanings ascribed to them in the
      Pooling and Servicing Agreement and the terms “Seller” and “Purchaser” shall
      have the meanings ascribed to them herein.

    


    1.
      The
      information set forth in the Mortgage Loan Schedule is complete, true and
      correct as of the Cut-off Date;

     

    2.
      [Reserved];

     

    3.
      As of
      the Closing Date, the Company has not advanced funds, or induced, solicited
      or
      knowingly received any advance of funds from a party other than the owner of
      the
      related Mortgaged Property, directly, for the payment of any amount required
      by
      the Mortgage Note or Mortgage, and no Mortgage Loan has been delinquent for
      more
      than thirty (30) days in the prior twelve (12) months;

     

    4.
      As of
      the Closing Date, there are no delinquent taxes or insurance premiums affecting
      the related Mortgaged Property;

     

    5.
      As of
      the Closing Date, the terms of the Mortgage Note and the Mortgage have not
      been
      impaired, waived, altered or modified in any respect, except by written
      instruments, recorded in the applicable public recording office if necessary
      to
      maintain the lien priority of the Mortgage, and which have been delivered to
      the
      Trustee; the substance of any such waiver, alteration or modification has been
      approved by the title insurer, to the extent required by the related policy,
      and
      is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
      or modification has been executed, and no Mortgagor has been released, in whole
      or in part, except in connection with an assumption agreement approved by the
      title insurer, to the extent required by the policy, and which assumption
      agreement has been delivered to the Trustee and the terms of which are reflected
      in the Mortgage Loan Schedule;

     

    6.
      The
      Mortgage Note and the Mortgage are not subject to any valid right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and the Mortgage, or the
      exercise of any right thereunder, render the Mortgage unenforceable, in whole
      or
      in part, or subject to any such valid right of rescission, set-off, counterclaim
      or defense, including the defense of usury and no such valid right of
      rescission, set-off, counterclaim or defense has been asserted with respect
      thereto;

     

    7.
      As of
      the Closing Date, all buildings upon the Mortgaged Property are insured by
      a
      generally acceptable insurer against loss by fire, hazards of extended coverage
      and such other hazards as are customary in the area where the Mortgaged Property
      is located, pursuant to insurance policies conforming to the requirements of
      the
      Servicing Addendum. All such insurance policies contain a standard mortgagee
      clause naming the related Originator, its successors and assigns as mortgagee
      and all premiums thereon are paid current. If upon origination of the Mortgage
      Loan, the Mortgaged Property was in an area identified on a Flood Hazard Map
      or
      Flood Insurance Rate Map issued by the Federal Emergency Management Agency
      as
      having special flood hazards (and such flood insurance has been made available)
      a flood insurance policy meeting the requirements of the current guidelines
      of
      the Federal Insurance Administration is in effect which policy conforms to
      the
      requirements of Fannie Mae and Freddie Mac. Except as may otherwise be limited
      by applicable law, the Mortgage obligates the Mortgagor thereunder to maintain
      all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
      failure to do so, authorizes the holder of the Mortgage to maintain such
      insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
      from the Mortgagor;

     

    8.
      Any
      and all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, disclosure laws and/or all
      predatory and abusive lending laws applicable to the origination and servicing
      of the Mortgage Loan have been complied with. Any and all disclosure statements
      required to be made by the Mortgagor relating to such requirements are and
      will
      remain in the Mortgage File;

     

    9.
      As of
      the Closing Date, 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, cancellation, subordination,
      rescission or release;

     

    10.
      The
      Mortgage creates a valid first or second lien, as applicable, in the related
      Mortgaged Property as reflected on the Mortgage Loan Schedule;

     

    11.
      The
      related Mortgage is a valid, existing and enforceable first or second lien,
      as
      applicable, on the related Mortgaged Property, including all improvements on
      the
      related Mortgaged Property subject only to (i) the lien of current real property
      taxes and assessments not yet due and payable, (ii) covenants, conditions and
      restrictions, rights of way, easements, mineral right reservations and other
      matters of the public record as of the date of recording of such Mortgage being
      acceptable to mortgage lending institutions generally and specifically referred
      to in the lender’s title insurance policy delivered to the related Originator of
      the related Mortgage Loan and which do not adversely affect the Appraised Value
      of the related Mortgaged Property and (iii) 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 related Mortgage or
      the
      use, enjoyment, value (as determined by Appraised 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, enforceable and perfected
      first lien and first priority security interest on the property described
      therein;

     

    12.
      The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, enforceable in accordance with
      its
      terms;

     

    13.
      All
      parties to the Mortgage Note and the Mortgage had legal capacity to enter into
      the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
      and the Mortgage Note and the Mortgage have been duly and properly executed
      by
      such parties. The Mortgagor is a natural person, at least one Mortgagor is
      a
      party to the Mortgage Note, and the Mortgage is in an individual
      capacity;

     

    14.
      Excluding any Mortgage Loan subject to an escrow holdback, the proceeds of
      the
      Mortgage Loan have been fully disbursed to or for the account of the Mortgagor
      and there is no obligation for the Mortgagee to advance additional funds
      thereunder and any and all requirements as to completion of any on-site or
      off-site improvement and as to disbursements of any escrow funds therefor have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage have been paid, and the
      Mortgagor is not currently entitled to any refund of any amounts paid or due
      to
      the Mortgagee pursuant to the Mortgage Note or Mortgage;

     

    15.
      [Reserved];

     

    16.
      As of
      the Closing Date, all parties which have had any interest in the Mortgage Loan,
      whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
      in which they held and disposed of such interest, were) in compliance with
      any
      and all applicable “doing business” and licensing requirements of the laws of
      the state wherein the Mortgaged Property is located;

     

    17.
      The
      Mortgage Loan is covered by an ALTA lender’s title insurance policy and, in the
      case of an Adjustable Rate Mortgage Loan, with an adjustable rate mortgage
      endorsement, such endorsement substantially in the form of ALTA Form 6.0 or
      6.1,
      issued by a title insurer and qualified to do business in the jurisdiction
      where
      the Mortgaged Property is located, insuring the Interim Servicer, its successors
      and assigns as to the first priority lien of the Mortgage in the original
      principal amount of the Mortgage Loan and, with respect to an Adjustable Rate
      Mortgage Loan, against any loss by reason of the invalidity or unenforceability
      of the lien resulting from the provisions of the Mortgage providing for
      adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally,
      such
      lender’s title insurance policy affirmatively insures ingress and egress to and
      from the Mortgaged Property, and against encroachments by or upon the Mortgaged
      Property or any interest therein. The related Originator and its successors
      and
      assigns is the sole insured of such lender’s title insurance policy, and such
      lender’s title insurance policy is in full force and effect and will be in full
      force and effect upon the consummation of the transactions contemplated by
      this
      Agreement. Such lender’s title insurance policy does not require the consent of
      or notification to the related insurer for assignment to the
      Purchaser.

     

    18.
      As of
      the Closing Date, no claims have been made under such lender’s title insurance
      policy, and no prior holder of the related Mortgage, including the Company,
      has
      done, by act or omission, anything which would impair the coverage of such
      lender’s title insurance policy;

     

    19.
      As of
      the Closing Date, 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 as of the Closing Date, the Company or the Interim Servicer
      has not waived any default, breach, violation or event of acceleration. For
      purposes of the foregoing, a delinquent payment of less than thirty (30) days
      on
      a Mortgage Loan in and of itself does not constitute a default, breach,
      violation or event of acceleration with respect to such Mortgage
      Loan.

     

    20.
      As of
      the Closing Date, there are no mechanics’ or similar liens or claims which have
      been filed for work, labor or material (and no rights are outstanding that
      under
      law could give rise to such lien) affecting the related Mortgaged Property
      which
      are or may be liens prior to, or equal or coordinate with, the lien of the
      related Mortgage;

     

    21.
      All
      improvements which were considered in determining the Appraised Value of the
      related Mortgaged Property lay wholly within the boundaries and building
      restriction lines of the Mortgaged Property, and no improvements on adjoining
      properties encroach upon the Mortgaged Property. Each appraisal has been
      performed in accordance with the provisions of the Financial Institutions
      Reform, Recovery and Enforcement Act of 1989;

     

    22.
      The
      Mortgage Loan was (i) originated by or in conjunction with a mortgagee approved
      by the Secretary of Housing and Urban Development pursuant to Sections 203
      and
      211 of the National Housing Act, a savings and loan association, a savings
      bank,
      a commercial bank, mortgage banker, credit union, insurance company or similar
      banking institution which is supervised and examined by a federal or state
      authority or (ii) acquired by the Company or its affiliates directly through
      loan brokers or correspondents such that (a) the Mortgage Loan was originated
      in
      conformity with the Underwriting Guidelines and (b) the Company or its
      affiliates approved the Mortgage Loan prior to funding;

     

    23.
      Principal payments on the Mortgage Loan are scheduled to commence no more than
      sixty days after the proceeds of the Mortgage Loan are disbursed. The Mortgage
      Loan bears interest at the Mortgage Interest Rate. The Mortgage Note is payable
      on the first day of each month in Monthly Payments. Interest on the Mortgage
      Loan is calculated on the basis of a 360-day year consisting of twelve 30-day
      months. The Mortgage Note does not permit negative amortization;

     

    24.
      The
      origination and collection practices used by the Company and the Interim
      Servicer, as applicable, with respect to each Mortgage Note and Mortgage have
      been in all respects legal, proper, reasonable and customary in the mortgage
      origination and servicing industry. The Mortgage Loan has been serviced by
      the
      Servicer, the Interim Servicer and any predecessor servicer in accordance with
      the terms of the Mortgage Note and applicable law. With respect to escrow
      deposits and Escrow Payments, if any, all such payments are in the possession
      of, or under the control with, the Servicer or the Interim Servicer, and there
      exist no deficiencies in connection therewith for which customary arrangements
      for repayment thereof have not been made. No escrow deposits or Escrow Payments
      or other charges or payments due the Servicer or the Interim Servicer have
      been
      capitalized under any Mortgage or the related Mortgage Note;

     

    25.
      As of
      the Closing Date, the Mortgaged Property is free of material damage and waste
      and there is no proceeding pending for the total or partial condemnation
      thereof;

     

    26.
      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, (i) in the case of a Mortgage designated as a
      deed
      of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of
      the Closing Date, since the date of origination of the Mortgage Loan, the
      Mortgaged Property has not been subject to any bankruptcy proceeding or
      foreclosure proceeding and the Mortgagor has not filed for protection under
      applicable bankruptcy laws. There is no homestead or other exemption available
      to the Mortgagor, which would materially interfere with the right to sell the
      Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.
      As of the Closing Date, the Mortgagor has not notified the Servicer, the Interim
      Servicer or the Company and the Company, the Servicer or the Interim Servicer
      has no knowledge of any relief requested or allowed to the Mortgagor under
      the
      Servicemembers Civil Relief Act formerly known as the Soldiers and Sailors
      Civil
      Relief Act of 1940;

     

    27.
      The
      related Mortgaged Property is not a leasehold estate or, if such Mortgaged
      Property is a leasehold estate, the remaining term of such lease is at least
      five (5) years greater than the remaining term of the related Mortgage
      Note;

     

    28.
      The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the corresponding Mortgage on the Mortgaged Property and the security
      interest of any applicable security agreement or chattel mortgage referred
      to
      above;

     

    29.
      The
      Mortgage File contains an appraisal or insured AVM of the related Mortgaged
      Property made prior to the approval of the Mortgage Loan. In the case of an
      appraisal it was made by a staff or third party qualified appraiser who had
      no
      interest, direct or indirect in the Mortgaged Property or in any loan made
      on
      the security thereof, whose compensation is not affected by the approval or
      disapproval of the Mortgage Loan, for whom no conflict of interest is present
      and who met the minimum qualifications of USPAP;

     

    30.
      In
      the event the Mortgage constitutes a deed of trust, a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in the Mortgage, and no fees or expenses are
      or
      will become payable by the Purchaser to the trustee under the deed of trust,
      except in connection with a trustee’s sale after default by the
      Mortgagor;

     

    31.
      No
      Mortgage Loan contains provisions pursuant to which Monthly Payments are (i)
      paid or partially paid with funds deposited in any separate account established
      by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii) paid
      by any source other than the Mortgagor or (iii) contains any other similar
      provisions which may constitute a “buydown” provision. The Mortgage Loan is not
      a graduated payment mortgage loan and the Mortgage Loan does not have a shared
      appreciation or other contingent interest feature;

     

    32.
      The
      Mortgagor has received all disclosure materials required by applicable law
      with
      respect to the making of a Refinanced Mortgage Loan, and evidence of such
      receipt is and will remain in the Mortgage File;

     

    33.
      The
      Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
      required to be delivered with respect to each Mortgage Loan pursuant to the
      Pooling and Servicing Agreement, have been delivered to the Trustee all in
      compliance with the specific requirements of the Pooling and Servicing
      Agreement;

     

    34.
      As of
      the Closing Date, the Mortgaged Property is lawfully occupied under applicable
      law and if it is the borrower’s primary residence is not vacant within ninety
      (90) days of the Closing Date (with notice from and proof of such vacancy by
      the
      Purchaser); all inspections, licenses and certificates required to be made
      or
      issued with respect to all occupied portions of the Mortgaged Property and,
      with
      respect to the use and occupancy of the same, including but not limited to
      certificates of occupancy, have been made or obtained from the appropriate
      authorities;

     

    35.
      The
      Assignment of Mortgage, is in recordable form and (other than with respect
      to
      the blank assignee and the lack of mortgage recordation information) is
      acceptable for recording under the laws of the jurisdiction in which the
      Mortgaged Property is located. When endorsed as provided for in this Agreement,
      the Mortgage Notes will be duly endorsed under applicable law;

     

    36.
      Any
      principal advances made to the Mortgagor prior to the Cut-off Date have been
      consolidated with the outstanding principal amount secured by the Mortgage,
      and
      the secured principal amount, as consolidated, bears a single interest rate
      and
      single repayment term;

     

    37.
      No
      Mortgage Loan has a balloon payment feature;

     

    38.
      If
      the Residential Dwelling on the Mortgaged Property is a condominium unit or
      a
      unit in a planned unit development (other than a de minimis planned unit
      development) such condominium or planned unit development project is not
      ineligible under Fannie Mae’s eligibility requirements;

     

    39.
      [Reserved];

     

    40.
      Each
      Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
      860G(a)(3) of the Code;

     

    41.
      As of
      the Closing Date, no Mortgage Loan has an LTV of more than 100%;

     

    42.
      No
      Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable
      state, local or federal predatory and abusive lending laws, including, but
      not
      limited to, the Georgia Fair Lending Act and Section 6 L of the New York State
      Banking Law;

     

    43.
      [Reserved];

     

    44.
      [Reserved];

     

    45.
      [Reserved];

     

    46.
      The
      Mortgage Loans are not subject to the requirement of the Home Ownership and
      Equity Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is subject to, or
      in violation of, any applicable state or local law, ordinance or regulation
      similar to HOEPA and (2) (i) no Mortgage Loan is a “high cost” loan as defined
      by HOEPA or any other applicable predatory or abusive lending laws and (ii)
      no
      Mortgage Loan is a “high cost home”, “covered” (excluding home loans defined as
“covered home loans” pursuant to clause (1) of the definition of that term in
      the New Jersey Home Ownership Security Act of 2002), “high risk home” or
“predatory” loan under any other applicable state, federal or local law (or
      similarly classified loan using different terminology under a law imposing
      heightened regulatory scrutiny or additional legal liability for resident
      mortgage loans having high interest rates, points and/or fees);

     

    47.
      [Reserved];

     

    48.
      With
      respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment
      Charge, at the time of the origination of the related Mortgage Loan, is
      enforceable and in compliance with all applicable local, state and federal
      law
      (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);

     

    49.
      [Reserved];

     

    50.
      As of
      the Closing Date, the Mortgaged Property is being primarily used as a
      Residential Dwelling for residential purposes;

     

    51.
      The
      Company has obtained a life of loan, transferable real estate tax service
      contract on each Mortgage Loan and such contract is assignable without penalty,
      premium or cost to the Purchaser;

     

    52.
      The
      Company has obtained a life of loan, transferable flood certification contract
      for each Mortgage Loan and such contract is assignable without penalty, premium
      or cost to the Purchaser;

     

    53.
      The
      Mortgage Loans conform in all material respects to the Underwriting
      Guidelines;

     

    54.
      No
      Mortgage Loan originated on or after October 1, 2002 and before March 7, 2003
      is
      secured by a Mortgaged Property located in the State of Georgia; No Mortgage
      Loan that was originated on or after March 7, 2003, is a “high-cost home loan”
as defined under the Georgia Fair Lending Act;

     

    55.
      No
      proceeds from any Mortgage Loan were used to finance single-premium credit
      insurance policies;

     

    56.
      No
      subprime Mortgage Loan originated on or after October 1, 2002 will impose a
      Prepayment Charge for a term in excess of three years; No Mortgage Loan
      originated prior to such date nor any non-subprime Mortgage Loan will impose
      prepayment charges in excess of five years;

     

    57.
      In
      connection with any Mortgage Loan, the Interim Servicer has fully furnished,
      and
      will fully furnish in accordance with the Fair Credit Reporting Act and its
      implementing regulations, accurate and complete information (i.e., favorable
      and
      unfavorable) on its borrower credit files to Equifax, Experian and Trans Union
      Credit Information Company, on a monthly basis;

     

    58.
      No
      Mortgage Loan is a “high cost”, “covered” or similarly classified loans as
      defined by the applicable federal, state or local predatory and abusive lending
      laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as such
      terms are defined in the then current Standard & Poor’s LEVELS Glossary
      Revised, Appendix E);

     

    59.
      No
      fraud was committed in connection with the origination of any Mortgage Loan;
      provided, however, the Seller does not represent or warrant the accuracy of
      the
      qualifying income stated (provided that such stated income is not grossly
      unreasonable when considering all relevant factors relating to such Mortgagor,
      including without limitation, geographic area, unique expertise, years in the
      field of employment, etc) by the related Mortgagor(s) in connection with a
      Mortgage Loan that does not require income verification as defined in the
      Underwriting Guidelines;

     

    60.
      [Reserved];

     

    61.
      The
      Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
      has not received written notification from the Mortgagor that a prepayment
      in
      full will be made following the Closing Date;

     

    62.
      [Reserved];

     

    63.
      With
      respect to any Mortgage Loan or the underlying security related thereto, neither
      the related Mortgage nor the related Mortgage Note requires the Mortgagor to
      submit to arbitration to resolve any dispute arising out of or relating in
      any
      way thereto; and

     

    64.
      [Reserved].

     


     

     

     

    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE

     

    TO:         Citibank,
      N.A.

    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, Ameriquest Mortgage Company, as Servicer,
                Wells Fargo Bank, N.A. as Master Servicer and as Trust Administrator
                and
                U.S. Bank National Association as
                Trustee

            


    

     

    In
      connection with the administration of the Mortgage Loans held by you as
      Custodian for the Owner pursuant to the above-captioned 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 [Custodian][Trustee] should

    Deliver
      the [Custodian's][Trustee’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]

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attn:
      Corporate Trust Services: CMLTI 2007-AMC4

    


     

    
      	
               

            	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
                Series
                2007-AMC4,  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, Ameriquest Mortgage Company
      as
      Servicer, Wells Fargo Bank, N.A. as Master Servicer and 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]

     

    Well
      Fargo Bank,
      N.A.                                                                           

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attn:
      Corporate Trust Services: CMLTI 2007-AMC4

    


     

    [Citibank
      N.A.]

    Collateral
      Management Group

    333
      West
      34th Street, 2nd FL

    New
      York,
      NY  10001

    


    [Swiss
      Re
      Financial Products Corporation]

    


     

    
      	
               

            	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc.,  Asset-Backed Pass-Through
                Certificates, Class, Series 2007-AMC4, 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.

     

    3.           With
      respect to a transfer of the Class CE Certificates, the Transferee agrees to
      provide to the Trust Administrator, the Interest Rate Cap Provider and the
      Interest Rate Swap Provider the appropriate tax certification form (i.e. IRS
      Form W-9 or IRS Form W-8BEN, W-8IMY or W-8ECI, as applicable (or any successor
      form thereto)), 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 or
      W-8ECI, as applicable (or any successor form thereto), has become obsolete
      or
      incorrect.  In addition, if the transfer contemplated hereby causes
      the Net WAC Rate Carryover Reserve Account, the Cap Account or the Swap Account
      to be beneficially owned by two or more persons for federal income tax purposes,
      or continue to be so treated, (a) each Transferee shall comply with the
      foregoing conditions, (b) the proposed majority Holder of the Class CE
      Certificates (or each Holder, if there is or would be no majority Holder) (A)
      shall provide, or cause to be provided, on behalf of the Net WAC Rate Carryover
      Reserve Account, the Cap Account or the Swap Account the appropriate tax
      certification form that would be required from the Net WAC Rate Carryover
      Reserve Account, the Cap Account or the Swap Account to eliminate any
      withholding or deduction for taxes from amounts payable by the Interest Rate
      Cap
      Provider or the Interest Rate Swap Provider, pursuant to the Interest Rate
      Cap
      Agreement or the Interest Rate Swap Agreement, respectively, to the Trust
      Administrator, the Interest Rate Cap Provider and the Interest Rate Swap
      Provider on behalf of the Net WAC Rate Carryover Reserve Account, the Cap
      Account or the Swap Account (i.e. IRS Form W-9 or IRS Form W-8BEN, W-8IMY or
      W-8ECI, as applicable (or any successor form thereto) as a condition to
      transfer, together with any applicable attachments) and (B) each Transferee
      agrees to update such form (x) upon expiration of any such form, (y) as required
      under then applicable U.S. Treasury regulations and (z) promptly upon learning
      that such form has become obsolete or incorrect.

    


    The
      Transferee hereby authorizes the Trust Administrator to provide any such tax
      certification form to the Interest Rate Cap Provider, upon its request, solely
      to the extent the Interest Rate Cap Provider or the Interest Rate Swap Provider
      has not received such IRS Form directly from the Holder of the Class CE
      Certificates.  Each Holder of a Class CE Certificate by its purchase
      of such Certificate is deemed to consent to any such IRS Form being so
      forwarded.  Upon the request of the Interest Rate Cap Provider or the
      Interest Rate Swap Provider, the Trust Administrator shall be required to
      forward any tax certification received by it to the Interest Rate Cap Provider
      or the Interest Rate Swap Provider at the last known address provided to it,
      and, subject to Section 8.01 of the Pooling and Servicing Agreement, shall
      not
      be liable for the receipt of such tax certification by the Interest Rate Cap
      Provider or the Interest Rate Swap Provider nor any action taken or not taken
      by
      the Interest Rate Cap Provider or the Interest Rate Swap Provider with respect
      to such tax certification. Any purported sales or transfers of the Class CE
      Certificate to a Transferee which does not comply with the requirements of
      the
      preceding paragraph shall be deemed null and void under the Pooling and
      Servicing Agreement.  The Trust Administrator shall have no duty to
      take any action to correct any misstatement or omission in any tax certification
      provided to it by the Holder of the Class CE Certificates and forwarded to
      the
      Interest Rate Cap Provider or the Interest Rate Swap Provider.

    


    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, Ameriquest
      Mortgage Company, as Servicer, Wells Fargo Bank, N.A. as Master Servicer and
      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 Wells Fargo Bank, N.A., as Trust Administrator, 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, as
                amended.

            
	 	 	 
	 	
              ___

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

            
	 	 	 
	 	
              3.

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

            
	 	 	 
	 	
              4.

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

            
	 	 	 
	 	
              5.

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

            


    

    


    
      	
              ___

              Yes

            	
              ___

              No

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

            


    

    


    
      	 	
              6.

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

            
	 	 	 
	 	
              7.

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

            
	 	 	 
	 	 	 


    

     

    _________________

    
      1           Transferee
        must own and/or invest on a discretionary basis at least $100,000,000 in
        securities unless Transferee is a dealer, and, in that case, Transferee must
        own
        and/or invest on a discretionary basis at least $10,000,000 in
        securities.  $25,000,000 as demonstrated in its latest annual
        financial statements, A COPY OF WHICH IS ATTACHED HERETO.

    

     

    
      	
              Dated:

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    ANNEX
      2 TO EXHIBIT F

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Trust Administrator, 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”),
      Ameriquest Mortgage Company as Servicer, (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer (the “Master Servicer”) and as trust
      administrator (the “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 Trust Administrator a certificate substantially in the form set forth as
      Exhibit L to the Agreement (a “Transferor Certificate”) to the
      effect that such Transferee has no actual knowledge that the Person to which
      the
      Transfer is to be made is not a Permitted Transferee.

     

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

     

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

     

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

     

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

     

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

     

    12.  Check
      one
      of the following:

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

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

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

     o
      None of the
      above.

     

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

     

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

     

    


    
      	 	 	 	 	 	 	 	
              [NAME
                OF TRANSFEREE]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

     

    


     

     [Corporate
      Seal]

     

    ATTEST:

    
      	 


    

     [Assistant]
      Secretary

     

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

     

    Subscribed
      and sworn before me this      day of
         ,
      20  .

     

    


    
      	 	 
	 	
              NOTARY
                PUBLIC

            
	 	 
	 	
              My
                Commission expires the __ day

              of
                _________, 20__

            


    

    


     

     

    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	 
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

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

     

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

     

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

     

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

     

    4.  The
      Owner
      understands that the Purchaser has delivered to the Trust Administrator 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]

     

    Well
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attn:
      Corporate Trust Services: CMLTI 2007-AMC4

    


     

    Re:           Citigroup
      Mortgage Loan Trust Inc.

    Asset-Backed
      Pass-Through
      Certificates, Series 2007-AMC4, Mortgage Class

     

    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
      Mortgage Loan Trust Inc., Series 2007-AMC4, Asset-Backed 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”), Ameriquest Mortgage Company as servicer (the “Servicer”),
      Wells Fargo Bank, N.A. as master servicer and trust administrator (the
“Master Servicer” and the “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 Trust Administrator, the
      Trustee, the Master Servicer and the Servicer that:

     

    The
      Certificates (i) are not being acquired by, and will not be transferred to,
      any
      employee benefit plan within the meaning of section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or other
      retirement arrangement, including individual retirement accounts and annuities,
      Keogh plans and bank collective investment funds and insurance company general
      or separate accounts in which such plans, accounts or arrangements are invested,
      that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
      Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
      acquired with “plan assets,” of a Plan within the meaning of the Department of
      Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, as modified by Section 3(42)
      of ERISA, of a Plan, and (iii) will not be transferred to any entity that is
      deemed to be investing in plan assets of a Plan.

     

    


    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    EXHIBIT
      H-1

     

    FORM
      CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH FORM 10-K

     

    
      	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Series 2007-AMC4 Asset-Backed Pass-Through
                Certificates, Series 2007-AMC4

            


    

    


     

    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 Inc., Asset-Backed Pass-Through
      Certificates, Series 2007-AMC4 (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: Ameriquest Mortgage Company and
      Countrywide Home Loans Servicing LP.

     

    Date:
      [__], 2007

     

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


     

     

    EXHIBIT
      H-2

     

    FORM
      CERTIFICATION TO BE PROVIDED TO MASTER SERVICER BY THE SERVICER

     

    
      	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Series 2007-AMC4

              Asset-Backed
                Pass-Through Certificates, Series
                2007-AMC4

            


    

    


    Ameriquest
      Mortgage Company as Servicer (the “Company”) hereby certifies to the Master
      Servicer that:

     

                          1.           I
      have reviewed the servicer compliance statement of the Company provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of any Subservicer’s compliance with the servicing criteria
      set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
      in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
      servicing reports, officer’s certificates and other information relating to the
      servicing of the Mortgage Loans by the Company during 200[ ] that were delivered
      by the Company to the Depositor, the Master Servicer and/or the Trust
      Administrator pursuant to the Agreement (collectively, the “Company Servicing
      Information”);

     

    2.           Based
      on my knowledge, the Company Servicing Information, taken as a whole, does
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    3.           Based
      on my knowledge, all of the Company Servicing Information required to be
      provided by the Company under the Agreement has been provided to the Depositor,
      the Master Servicer and/or the Trust Administrator;

     

    4.           I
      am responsible for reviewing the activities performed by the Company as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Company has fulfilled its obligations under the
      Agreement in all material respects; and

     

    5.           The
      Compliance Statement required to be delivered by the Company pursuant to this
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by any Subservicer and Subcontractor pursuant to the Agreement, have
      been provided to the Depositor, the Master Servicer and/or the Trust
      Administrator.  Any material instances of noncompliance described in
      such reports have been disclosed to the Depositor, the Master Servicer and/or
      the Trust Administrator.  Any material instance of noncompliance with
      the Servicing Criteria has been disclosed in such 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, Ameriquest Mortgage Company as
      Servicer, Wells Fargo Bank, N.A. as master servicer and as trust administrator
      and U.S. Bank National Association as trustee.

     

    
      	 	 	 	 	 	 	 	
              [AMERIQUEST
                MORTGAGE COMPANY]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	Title:	 
	 	 	 	 	 	 	 	Date:	 


    

          

     

    


    EXHIBIT
      H-3

     

    FORM
      OF
      CERTIFICATION TO BE PROVIDED TO THE MASTER SERVICER BY THE BACKUP SERVICER
      (IN
      ITS CAPACITY AS SUCESSOR SERVICER)

     

    
      	
              Re:  

            	
              The
                [                   ]
                agreement dated as of [      ], 200[
                ] (the “Agreement”), among [IDENTIFY
                PARTIES]

            


    

     

    I,
      ________________________________, the _______________________ of Countrywide
      Home Loans, Inc., certify to [the Master Servicer], [the Depositor], [Master
      Servicer], [Securities Administrator] or [Trustee], and its officers, with
      the
      knowledge and intent that they will rely upon this certification,
      that:

     

    (1)           I
      have reviewed the servicer compliance statement of Countrywide provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of Countrywide’s compliance with the servicing criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
      as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation Report”), and all
      servicing reports, officer’s certificates and other information relating to the
      servicing of the Mortgage Loans by Countrywide during 200[ ] that were delivered
      by Countrywide to the [Depositor] [Master Servicer] [Securities Administrator]
      or [Trustee] pursuant to the Pooling and Servicing Agreement (collectively,
      the
“Company Servicing Information”);

     

    (2)           Based
      on my knowledge, Countrywide Servicing Information, taken as a whole, does
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by Countrywide Servicing Information;

     

    (3)           Based
      on my knowledge, all of Countrywide Servicing Information required to be
      provided by Countrywide under the Pooling and Servicing Agreement has been
      provided to the [Depositor] [Master Servicer] [Securities Administrator] or
      [Trustee];

     

    (4)           I
      am responsible for reviewing the activities performed by Countrywide as servicer
      under the Pooling and Servicing Agreement, and based on my knowledge and the
      compliance review conducted in preparing the Compliance Statement and except
      as
      disclosed in the Compliance Statement, the Servicing Assessment or the
      Attestation Report, Countrywide has fulfilled its obligations under the Pooling
      and Servicing Agreement; and

     

    


    [Intentionally
      Left Blank]

     

    (5)           The
      Compliance Statement required to be delivered by Countrywide pursuant to the
      Pooling and Servicing Agreement, and the Servicing Assessment and Attestation
      Report required to be provided by Countrywide and by each Subservicer and
      Participating Entity pursuant to the Pooling and Servicing Agreement, have
      been
      provided to the [Depositor] [Master Servicer]. Any material instances of
      noncompliance described in such reports have been disclosed to the [Depositor]
      [Master Servicer].  Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.

     

     

    
      	 	Date:	 	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	Name: 
	 	 
	 	Title:	 	 
	 	 	 	 


    

     

     

    


    EXHIBIT
      I

    


    FORM
      OF
      INTEREST RATE CAP AGREEMENT

     




    
    
    

     

    
      
        	
                DATE:

              	
                29-Jun-07

              
	
                 

              	
                 

              
	
                TO:

              	
                Wells
                  Fargo Bank, N.A., not individually, but solely as Cap Trustee on
                  behalf of
                  the Cap Trust with respect to the Citigroup Mortgage Loan Trust
                  2007-AMC4,
                  Asset-Backed Pass-Through Certificates, Series
                  2007-AMC4

              
	
                 

              	
                9062
                  Old Annapolis
                  Road

              
	
                 

              	
                Columbia,
                  Maryland
                  21045

              
	
                 

              	
                Attention:
                  Client Manager – CMLTI
                  2007-AMC4

              
	
                 

              	
                Phone:
                  (410)
                  884-2000

              
	
                 

              	
                Fax:
                  (410)
                  715-2380

              
	
                 

              	
                 

              
	
                FROM:

              	
                Swiss
                  Re Financial Products Corporation

              
	
                 

              	
                 

              
	
                SUBJECT:

              	
                Fixed
                  Income Derivatives Confirmation

              
	
                 

              	
                 

              
	
                REFERENCE
                  NUMBER:

              	
                SRFP
                  Ref: 1558983

              


      

    

     

    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 Wells Fargo Bank, 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-AMC4,
      Asset-Backed Pass-Through Certificates, Series 2007-AMC4 (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”), Ameriquest Mortgage Company (the “Servicer”), Wells Fargo Bank,
      N.A. (the “Master Servicer” and “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:

            	
              September
                25, 2007

            
	 	 
	
              Termination
                Date:

            	
              June
                25, 2008, subject to adjustment in accordance with the Business Day
                Convention

            
	 	 
	
              Fixed
                Amounts:

            	 
	 	 
	
              Fixed
                Rate Payer:

            	
              Party
                B

            
	 	 
	
              Fixed
                Rate Payer

            	 
	
              Payment
                Date:

            	
              June
                29, 2007

            
	 	 
	
              Fixed
                Amount:

            	
              $574,000

            
	 	 
	
              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
                October 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)
                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)
                on or before the first payment date under this Agreement, including
                any
                Credit Support Document, (ii) promptly upon the reasonable demand
                by Party
                A, (iii) prior to the expiration or obsolescence of any previously
                delivered form, and (iv) 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:

            	
              Wells
                Fargo Bank, N.A.

            
	 	
              9062
                Old Annapolis
                Road

            
	 	
              Columbia,
Maryland
                21045

            
	
              Attention:

            	
              Client
                Manager /CMLTI 2007-AMC4

            
	
              Facsimile:

            	
              (410)
                884-2000

            
	
              Phone:

            	
              (410)
                715-2380

            


    

    


    (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 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 Wells Fargo Bank, N.A. (“Wells Fargo”) not in
                its individual capacity, but solely as Cap Trustee under the Pooling
                and
                Servicing Agreement and the Cap Administration Agreement in the exercise
                of the powers and authority conferred and vested in it thereunder;
                (b)
                Wells Fargo 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
                Wells Fargo, 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 Wells Fargo 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 this
                Transaction is to pay the related Fixed Amount on the related Fixed
                Rate
                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), (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 Sponsor and
      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-AMC4,
      Asset-Backed Pass-Through Certificates, Series 2007-AMC4 (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:

            	
              Wells
                Fargo Bank, N.A.

            
	 	
              ABA
                #: 121-000-218

            
	 	
              For
                credit to: SAS Clearing

            
	 	
              Acct
                #: 3970771416

            
	 	
              FFC:
                53164502

            


    

    


    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:

            	 


    

    


    


    WELLS
      FARGO BANK, N.A., NOT INDIVIDUALLY, BUT SOLELY AS CAP TRUSTEE ON BEHALF OF
      THE
      CAP TRUST WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST 2007-AMC4,
      ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2007-AMC4

    


    
      


      


      
        	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    SCHEDULE
      I

    Amortization
      Schedule, subject
      to adjustment in accordance with the Following Business Day
      Convention.

    


    


    
      	
              From
                and including

            	
              To
                but excluding

            	
              Notional
                Amount (USD)

            
	
              Effective
                Date

            	
              October
                25, 2007

            	
              4,020,378.63

            
	
              October
                25, 2007

            	
              November
                25, 2007

            	
              3,929,446.45

            
	
              November
                25, 2007

            	
              December
                25, 2007

            	
              3,827,635.46

            
	
              December
                25, 2007

            	
              January
                25, 2008

            	
              3,715,398.80

            
	
              January
                25, 2008

            	
              February
                25, 2008

            	
              3,593,637.16

            
	
              February
                25, 2008

            	
              March
                25, 2008

            	
              3,464,257.05

            
	
              March
                25, 2008

            	
              April
                25, 2008

            	
              3,333,281.89

            
	
              April
                25, 2008

            	
              May
                25, 2008

            	
              3,205,656.45

            
	
              May
                25, 2008

            	
              Termination
                Date

            	
              3,082,441.50

            


    

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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 29, 2007 between

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

    and

    Wells
      Fargo Bank, 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-AMC4, Asset-Backed Pass-Through Certificates, Series 2007-AMC4 (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. If
                no investment direction is received, the Posted Collateral in the
                form of
                Cash shall be held univested.

            


    

     

    
      	
              (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

     

    Wells
      Fargo Bank, N.A.

    ABA
      #:
      121-000-218

    For
      credit to: SAS Clearing

    Acct
      #:
      3970771416

    FFC:
      53164503

    


    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

            	 	
              WELLS
                FARGO BANK, N.A., NOT INDIVIDUALLY, BUT SOLELY AS CAP TRUSTEE ON
                BEHALF OF
                THE CAP TRUST WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST 2007-AMC4,
                ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES
                2007-AMC4

            
	 	 	 	 	 
	 	 	 	 	 
	
              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 29, 2007 (this “Agreement”), among
      Wells Fargo Bank, N.A. (“Wells Fargo”), as cap trustee for the cap trust (in
      such capacity, the “Cap Trustee”), as trust administrator (in such capacity, the
“Trust Administrator”) and as cap administrator (in such capacity, the “Cap
      Administrator”) and Citigroup Global Markets Realty Corp. (“CGMRC”), as majority
      holder of the Class CE Certificates, or its designee.

     

    WHEREAS,
      the Cap Trustee, on behalf of a separate trust established hereunder which
      holds
      an Interest Rate Cap Contract (the “Cap Contract”), a copy of which is attached
      hereto as Exhibit A, between the Cap Trustee and Swiss Re Financial Products
      Corporation (the “Cap Provider”) is a counterparty to the Cap Contract;
      and

     

    WHEREAS,
      it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee
      desires to accept such appointment, to receive and distribute funds payable
      by
      the Cap Provider to the Cap Trustee under the Cap Contract as provided
      herein;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein, and for
      other good and valuable consideration, the receipt and adequacy of which are
      hereby acknowledged, the parties agree as follows:

     

    1.  Definitions.  Capitalized
      terms used but not otherwise defined herein shall have the respective meanings
      assigned thereto in the Pooling and Servicing Agreement, dated as of June 1,
      2007 (the “Pooling and Servicing Agreement”), among Citigroup Mortgage Loan
      Trust Inc., as depositor (the “Depositor”), Ameriquest Mortgage Company as
      servicer, Wells Fargo Bank, N.A. as master servicer and trust administrator
      and
      U.S. Bank National Association, as trustee, relating to the Citigroup Mortgage
      Loan Trust 2007-AMC4 (the “Trust”), Asset-Backed Pass-Through Certificates,
      Series 2007-AMC4 (the “Certificates”), or in the related Indenture as the case
      may be, as in effect on the date hereof.

     

    2.  Cap
      Trust.  There is hereby established a separate trust (the “Cap
      Trust”), into which the Cap Trustee shall deposit the Cap
      Contract.  The Cap Trust shall be maintained by the Cap Trustee and
      administered on its behalf by the Cap Administrator.  The sole assets
      of the Cap Trust shall be the Cap Contract and the Cap Trust Account. For the
      avoidance of doubt, the parties hereto acknowledge and agree that all functions
      of the Cap Trustee hereunder shall be performed on its behalf by the Cap
      Administrator.

     

    3.  Cap
      Trustee.

     

    (a)  The
      Cap
      Trustee is hereby irrevocably appointed to receive all funds paid to the Cap
      Trustee by the Cap Provider under the Cap Contract (including any Cap
      Termination Payment) and the Cap Trustee accepts such appointment and hereby
      agrees to receive such amounts, deposit such amounts into the Cap Trust Account
      and to distribute on each Distribution Date such amounts in the following order
      of priority:

     

    (i)  first,
      for deposit into the Cap Account (established under the Pooling and Servicing
      Agreement), an amount equal to the aggregate amount required for distribution
      to
      the holders of the Floating Rate Certificates pursuant to Section 4.01(a)(b)(i)
      through 4.01(a)(b)(vi) of the Pooling and Servicing Agreement;

     

    (ii)  second,
      to CGMRC, as majority holder of the Class CE Certificates, or its designee,
      any
      amounts remaining after payment of (i) above, provided, however, upon the
      issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
      Class CE Certificates and the Class P Certificates (the “NIM Notes”), CGMRC, as
      majority holder of the Class CE Certificates, or its designee, hereby instructs
      the Cap Trustee to make any payments under this clause 3(a)(ii):

     

    (A)  to
      the
      Indenture Trustee for the Trust, for deposit into the Note Account (each as
      defined in the related Indenture), for distribution in accordance with the
      terms
      of the Indenture until satisfaction and discharge of the Indenture;
      and

     

    (B)  after
      satisfaction and discharge of the Indenture, to the Holders of the Class CE
      Certificates, pro rata based on the outstanding Notional Amount of each such
      Certificate.

     

    (b)  The
      Cap
      Trustee agrees to hold any amounts received from the Cap Provider in trust
      upon
      the terms and conditions and for the exclusive use and benefit of the Trust
      Administrator (in turn for the benefit of the Certificateholders, the
      Noteholders and CGMRC) as set forth herein.  The rights, duties and
      liabilities of the Cap Trustee in respect of this Agreement shall be as
      follows:

     

    (i)           The
      Cap Trustee shall have the full power and authority to do all things not
      inconsistent with the provisions of this Agreement that may be deemed advisable
      in order to enforce the provisions hereof.  The Cap Trustee shall not
      be answerable or accountable except for its own bad faith, willful misconduct
      or
      negligence. The Cap Trustee shall not be required to take any action to exercise
      or enforce any of its rights or powers hereunder which, in the opinion of the
      Cap Trustee, shall be likely to involve expense or liability to the Cap Trustee,
      unless the Cap Trustee shall have received an agreement satisfactory to it
      in
      its sole discretion to indemnify it against such liability and
      expense.

     

    (ii)           The
      Cap Trustee shall not be liable with respect to any action taken or omitted
      to
      be taken by it in good faith in accordance with the direction of any party
      hereto, or otherwise as provided herein, relating to the time, method and place
      of conducting any proceeding for any remedy available to the Cap Trustee or
      exercising any right or power conferred upon the Cap Trustee under this
      Agreement.

     

    (iii)           The
      Cap Trustee may perform any duties hereunder either directly or by or through
      agents or attorneys of the Cap Trustee.  The Cap Trustee shall not be
      liable for the acts or omissions of its agents or attorneys so long as the
      Cap
      Trustee chose such Persons with due care.

     

    4.  Cap
      Trust Account.  The Cap Trustee shall segregate and hold all funds
      received from the Cap Provider (including any Cap Termination Payment) separate
      and apart from any of its own funds and general assets and shall establish
      and
      maintain in the name of the Cap Trustee one or more segregated accounts (the
      “Cap Trust Account”).

     

    5.     
       Replacement
      Cap Contracts.

     

    The
      Cap
      Trustee shall, at the direction of Citigroup, as 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), any holder of the Class CE Certificates,
      or its designee, with the consent of the other holders of the Class CE
      Certificates, 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 to the extent of funds on
      deposit in 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 Trust
      Administrator, as described in the Pooling and Servicing Agreement, 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 such holder of the Class CE Certificates 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 Wells Fargo.  Wells Fargo represents and
      warrants as of the date hereof as follows:

     

    (a)  Wells
      Fargo is duly organized and validly existing as a national
      banking  association 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 Wells Fargo as Cap
      Trustee have been duly authorized in the Pooling and Servicing
      Agreement.

     

    (c)  This
      Agreement has been duly executed and delivered by Wells Fargo as Cap Trustee,
      Cap Administrator and Trust Administrator and is enforceable against Wells
      Fargo
      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 make available via its internet website, 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 Cap Administrator 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, and by the Cap Trustee, not in its individual
      capacity but solely as Cap Trustee, of the Cap Trust.  Notwithstanding
      any other provisions of this Agreement, the obligations of the Trust
      Administrator and the Cap Trustee under this Agreement are non-recourse to
      the
      Trust Administrator and the Cap Trustee, their assets and their property, and
      shall be payable solely from the assets of the Trust Fund and the Cap Trust,
      as
      the case may be, 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 the Cap Trustee, or any person owning, directly
      or
      indirectly, any legal or beneficial interest in the Trust Administrator or
      the
      Cap Trustee, 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 or the Cap Trustee 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 or the Cap Trustee, subject to the following sentence,
      or
      the Exculpated Parties.  The agreements in this paragraph shall
      survive termination of this Agreement and the performance of all obligations
      hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      and
      delivered as of the day and year first above written.

     

    


     

    
      	
              CITIGROUP
                GLOBAL MARKETS REALTY CORP., as majority holder of the Class CE
                Certificates

               

            
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

               

            
	 
	 
	
              WELLS
                FARGO BANK, N.A., as Trust Administrator and as Cap
                Administrator

               

            
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

               

            


    

    


    


    
      	
              WELLS
                FARGO BANK, N.A., as Cap Trustee

            
	 
	
              By:

            	 
	 	
              Name:

              Title:

            


    

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      A

     

    CAP
      AGREEMENT

     

    


     

    



     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      K

    


    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    


    **SEND
      VIA FAX TO 443-367-3307 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
      AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

    


    Wells
      Fargo Bank, N.A., as Trust Administrator

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attn:  Client
      Manager -  CMLTI 2007-AMC4—SEC REPORT PROCESSING

    


    Citigroup
      Mortgage Loan Trust Inc.

    390
      Greenwich Street

    New
      York,
      New York 10013

    


    RE:  **Additional
      Form [10-D][10-K][8-K] Disclosure** Required

    


    


    Ladies
      and
      Gentlemen:

     

    In
      accordance with Section 4.07 of 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 Master Servicer and Trust Administrator, Ameriquest Mortgage
      Company as Servicer and U.S. Bank National Association as Trustee, the
      undersigned, as [          ],
      hereby notifies you that certain events have come to our attention that [will]
      [may] need to be disclosed on Form [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

     

    


     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

     

    


     

    


     

    


     

    Any
      inquiries related to this notification should be directed to
      [                       ],
      phone
      number:  [         ];
      email
      address:  [                   ].

     

     

    
      	 	
              [NAME
                OF
                PARTY],

              as [role]

            	 
	 	 	 	 
	
              Date

            	
              By:
                

            	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


    

     

     

     

     

    EXHIBIT
      L

    


    ANNUAL
      STATEMENT OF COMPLIANCE

    


    CITIGROUP
      MORTGAGE LOAN TRUST 2007-AMC4,

     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATES, SERIES 2007-AMC4

     

    I,
      _____________________, hereby certify that I am a duly appointed
      __________________________ of [Wells Fargo Bank, N.A.] [Ameriquest Mortgage
      Company], and further certify as follows:

     

    1.           This
      certification is being made pursuant to the terms of the Pooling and Servicing
      Agreement, dated as of June 1, 2007 (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc., as depositor, Wells Fargo Bank, N.A. as master servicer and
      trust administrator (the “Master Servicer” and the “Trust Administrator”),
      Ameriquest Mortgage Company as Servicer (the “Servicer”) and U.S. Bank National
      Association, as trustee.

     

    2.           The
      undersigned officer of the [Servicer] [Master Servicer] [Trust Administrator]
      hereby certifies that (i) a review of the activities of the [Servicer] [Master
      Servicer] [Trust Administrator] during the preceding calendar year and of
      performance under the Agreement has been made under such officers’ supervision
      and (ii) to the best of such officers’ knowledge, based on such review, the
      [Servicer] [Master Servicer] [Trust Administrator] has fulfilled all of its
      obligations under the Agreement in all material respects throughout such
      year.

     

    Capitalized
      terms not otherwise defined herein have the meanings set forth in the
      Agreements.

     

    Dated:
      _____________, 2008

     

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate as of
      _____________.

     

    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    I,
      _________________________, a (an) __________________ of the [Servicer] [Master
      Servicer] [Trust Administrator], hereby certify that _________________ is a
      duly
      elected, qualified, and acting _______________________ of the [Servicer] [Master
      Servicer] [Trust Administrator]and that the signature appearing above is his/her
      genuine signature.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate as of
      ______________.

     

    
      	
              By:

            	 
	
              Name:

            	 


    

    


     

     

    
 

    EXHIBIT
      M-1

     

    FORM
      OF DELINQUENCY REPORT 

    
      Exhibit   :Standard
        File Layout – Delinquency Reporting

    

    


      *The
      column/header names in bold are the minimum
      fields Wells Fargo must receive from every Servicer

     

      
        	
                Column/Header
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer.  This may be
                  different than the LOAN_NBR

              	 	
                 

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the originator.

              	 	
                 

              
	
                CLIENT_NBR

              	
                Servicer
                  Client Number

              	 	 
	
                SERV_INVESTOR_NBR

              	
                Contains
                  a unique number as assigned by an external servicer to identify
                  a group of
                  loans in their system.

              	 	
                 

              
	
                BORROWER_FIRST_NAME

              	
                First
                  Name of the Borrower.

              	 	 
	
                BORROWER_LAST_NAME

              	
                Last
                  name of the borrower.

              	 	 
	
                PROP_ADDRESS

              	
                Street
                  Name and Number of Property

              	 	
                 

              
	
                PROP_STATE

              	
                The
                  state where the  property located.

              	 	
                 

              
	
                PROP_ZIP

              	
                Zip
                  code where the property is located.

              	 	
                 

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date that the borrower's next payment is due to the servicer at
                  the end of
                  processing cycle, as reported by Servicer.

              	 	
                MM/DD/YYYY

              
	
                LOAN_TYPE

              	
                Loan
                  Type (i.e. FHA, VA, Conv)

              	 	
                 

              
	
                BANKRUPTCY_FILED_DATE

              	
                The
                  date a particular bankruptcy claim was filed.

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_CHAPTER_CODE

              	
                The
                  chapter under which the bankruptcy was filed.

              	 	
                 

              
	
                BANKRUPTCY_CASE_NBR

              	
                The
                  case number assigned by the court to the bankruptcy
                  filing.

              	 	
                 

              
	
                POST_PETITION_DUE_DATE

              	
                The
                  payment due date once the bankruptcy has been approved by the
                  courts

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_DCHRG_DISM_DATE

              	
                The
                  Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                  Discharged
                  and/or a Motion For Relief Was Granted.

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_APPR_DATE

              	
                The
                  Date The Loss Mitigation Was Approved By The Servicer

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_TYPE

              	
                The
                  Type Of Loss Mitigation Approved For A Loan Such As;

              	 	 
	
                LOSS_MIT_EST_COMP_DATE

              	
                The
                  Date The Loss Mitigation /Plan Is Scheduled To End/Close

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_ACT_COMP_DATE

              	
                The
                  Date The Loss Mitigation Is Actually Completed

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_APPROVED_DATE

              	
                The
                  date DA Admin sends a letter to the servicer with instructions
                  to begin
                  foreclosure proceedings.

              	 	
                MM/DD/YYYY

              
	
                ATTORNEY_REFERRAL_DATE

              	
                Date
                  File Was Referred To Attorney to Pursue Foreclosure

              	 	
                MM/DD/YYYY

              
	
                FIRST_LEGAL_DATE

              	
                Notice
                  of 1st legal filed by an Attorney in a Foreclosure Action

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_EXPECTED_DATE

              	
                The
                  date by which a foreclosure sale is expected to occur.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_DATE

              	
                The
                  actual date of the foreclosure sale.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_AMT

              	
                The
                  amount a property sold for at the foreclosure sale.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                EVICTION_START_DATE

              	
                The
                  date the servicer initiates eviction of the borrower.

              	 	
                MM/DD/YYYY

              
	
                EVICTION_COMPLETED_DATE

              	
                The
                  date the court revokes legal possession of the property from the
                  borrower.

              	 	
                MM/DD/YYYY

              
	
                LIST_PRICE

              	
                The
                  price at which an REO property is marketed.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                LIST_DATE

              	
                The
                  date an REO property is listed at a particular price.

              	 	
                MM/DD/YYYY

              
	
                OFFER_AMT

              	
                The
                  dollar value of an offer for an REO property.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                OFFER_DATE_TIME

              	
                The
                  date an offer is received by DA Admin or by the Servicer.

              	 	
                MM/DD/YYYY

              
	
                REO_CLOSING_DATE

              	
                The
                  date the REO sale of the property is scheduled to close.

              	 	
                MM/DD/YYYY

              
	
                REO_ACTUAL_CLOSING_DATE

              	
                Actual
                  Date Of REO Sale

              	 	
                MM/DD/YYYY

              
	
                OCCUPANT_CODE

              	
                Classification
                  of how the property is occupied.

              	 	
                 

              
	
                PROP_CONDITION_CODE

              	
                A
                  code that indicates the condition of the property.

              	 	
                 

              
	
                PROP_INSPECTION_DATE

              	
                The
                  date a  property inspection is performed.

              	 	
                MM/DD/YYYY

              
	
                APPRAISAL_DATE

              	
                The
                  date the appraisal was done.

              	 	
                MM/DD/YYYY

              
	
                CURR_PROP_VAL

              	
                 The
                  current "as is" value of
                  the property based on brokers price opinion or
                  appraisal.

              	
                2

              	
                 

              
	
                REPAIRED_PROP_VAL

              	
                The
                  amount the property would be worth if repairs are completed pursuant
                  to a
                  broker's price opinion or appraisal.

              	
                2

              	
                 

              
	
                If
                  applicable:

              	
                 

              	 	
                 

              
	
                DELINQ_STATUS_CODE

              	
                FNMA
                  Code Describing Status of Loan

              	 	 
	
                DELINQ_REASON_CODE

              	
                The
                  circumstances which caused a borrower to stop paying on a
                  loan.   Code indicates the reason why the loan is in
                  default for this cycle.

              	 	 
	
                MI_CLAIM_FILED_DATE

              	
                Date
                  Mortgage Insurance Claim Was Filed With Mortgage Insurance
                  Company.

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT

              	
                Amount
                  of Mortgage Insurance Claim Filed

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                MI_CLAIM_PAID_DATE

              	
                Date
                  Mortgage Insurance Company Disbursed Claim Payment

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT_PAID

              	
                Amount
                  Mortgage Insurance Company Paid On Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_FILED_DATE

              	
                Date
                  Claim Was Filed With Pool Insurance Company

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT

              	
                Amount
                  of Claim Filed With Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_PAID_DATE

              	
                Date
                  Claim Was Settled and The Check Was Issued By The Pool
                  Insurer

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT_PAID

              	
                Amount
                  Paid On Claim By Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_FILED_DATE

              	
                 Date
                  FHA Part A Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_AMT

              	
                 Amount
                  of FHA Part A Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_PAID_DATE

              	
                 Date
                  HUD Disbursed Part A Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part A Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_FILED_DATE

              	
                  Date
                  FHA Part B
                  Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_AMT

              	
                  Amount
                  of FHA Part B Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_PAID_DATE

              	
                   Date
                  HUD Disbursed Part B Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on
                  Part B Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                VA_CLAIM_FILED_DATE

              	
                 Date
                  VA Claim Was Filed With
                  the Veterans Admin

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_DATE

              	
                 Date
                  Veterans Admin.
                  Disbursed VA Claim Payment

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_AMT

              	
                 Amount
                  Veterans
                  Admin. Paid on VA Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              


      

    

    
      
        	
                MOTION_FOR_RELIEF_DATE

              	
                The
                  date the Motion for Relief was filed

              	
                10

              	
                MM/DD/YYYY

              
	
                FRCLSR_BID_AMT

              	
                The
                  foreclosure sale bid amount

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FRCLSR_SALE_TYPE

              	
                The
                  foreclosure sales results: REO, Third Party, Conveyance to
                  HUD/VA

              	
                 

              	
                 

              
	
                REO_PROCEEDS

              	
                The
                  net proceeds from the sale of the REO property.

              	
                 

              	
                No
                  commas(,) or dollar signs ($)

              
	
                BPO_DATE

              	
                The
                  date the BPO was done.

              	
                 

              	
                 

              
	
                CURRENT_FICO

              	
                The
                  current FICO score

              	
                 

              	
                 

              
	
                HAZARD_CLAIM_FILED_DATE

              	
                The
                  date the Hazard Claim was filed with the Hazard Insurance
                  Company.

              	
                10

              	
                MM/DD/YYYY

              
	
                HAZARD_CLAIM_AMT

              	
                The
                  amount of the Hazard Insurance Claim filed.

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                HAZARD_CLAIM_PAID_DATE

              	
                The
                  date the Hazard Insurance Company disbursed the claim
                  payment.

              	
                10

              	
                MM/DD/YYYY

              
	
                HAZARD_CLAIM_PAID_AMT

              	
                The
                  amount the Hazard Insurance Company paid on the claim.

              	
                11

              	
                No
                  commas(,) or dollar signs ($)

              
	
                ACTION_CODE

              	
                Indicates
                  loan status

              	 	
                Number

              
	
                NOD_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                NOI_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                ACTUAL_PAYMENT_PLAN_START_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                ACTUAL_PAYMENT_
                  PLAN_END_DATE

              	
                 

              	
                 

              	
                 

              
	
                ACTUAL_REO_START_DATE

              	
                 

              	
                 

              	
                MM/DD/YYYY

              
	
                REO_SALES_PRICE

              	
                 

              	
                 

              	
                Number

              
	
                REALIZED_LOSS/GAIN

              	
                As
                  defined in the Servicing Agreement

              	
                 

              	
                Number

              


      

    

    


    
      Exhibit
        2:Standard File Codes – Delinquency
        Reporting

    

     

    The
      Loss Mit Type field should show the approved Loss
      Mitigation Code as follows:

     

    
      
        	
                •

              	
                ASUM-

              	
                Approved
                  Assumption

              
	
                •

              	
                BAP-

              	 
	
                •

              	
                CO-

              	
                Borrower
                  Assistance Program

              
	
                •

              	
                DIL-

              	
                   Deed-in-Lieu

              
	
                •

              	
                FFA-

              	
                   Formal
                  Forbearance Agreement

              
	
                •

              	
                MOD-

              	
                   Loan
                  Modification

              
	
                •

              	
                PRE-

              	
                   Pre-Sale

              
	
                •

              	
                SS-

              	
                   Short
                  Sale

              
	
                •

              	
                MISC-

              	
                Anything
                  else approved by the PMI or Pool
                  Insurer

              


      

    

    
NOTE:
      Wells Fargo Bank will accept
      alternative Loss Mitigation Types to those above, provided that they are
      consistent with industry standards.  If Loss Mitigation Types other
      than those above are used, the Servicer must supply Wells Fargo Bank with a
      description of each of the Loss Mitigation Types prior to sending the
      file.

     

    The
Occupant
      Code field
      should show the current status of the property code as
      follows:

     

    
      	
              ·  

            	
              Mortgagor

            


    

     

    
      	
              ·  

            	
              Tenant

            


    

     

    
      	
              ·  

            	
              Unknown

            


    

     

    
      	
              ·  

            	
              Vacant

            


    

     

    The
Property
      Condition
      field should show the last reported condition of the property as
      follows:

     

    
      	
              ·  

            	
              Damaged

            


    

     

    
      	
              ·  

            	
              Excellent

            


    

     

    
      	
              ·  

            	
              Fair

            


    

     

    
      	
              ·  

            	
              Gone

            


    

     

    
      	
              ·  

            	
              Good

            


    

     

    
      	
              ·  

            	
              Poor

            


    

     

    
      	
              ·  

            	
              Special
                Hazard

            


    

     

    
      	
              ·  

            	
              Unknown

            


    

     

    


    
      Exhibit
        2:Standard File Codes – Delinquency Reporting,
Continued

    

     

    The
FNMA
      Delinquent Reason
      Code field
      should show the Reason for Delinquency as follows:

     

    
      
        	
                Delinquency
                  Code

              	
                Delinquency
                  Description

              
	
                001

              	
                FNMA-Death
                  of principal
                  mortgagor

              
	
                002

              	
                FNMA-Illness
                  of principal
                  mortgagor

              
	
                003

              	
                FNMA-Illness
                  of mortgagor’s family
                  member

              
	
                004

              	
                FNMA-Death
                  of mortgagor’s family
                  member

              
	
                005

              	
                FNMA-Marital
                  difficulties

              
	
                006

              	
                FNMA-Curtailment
                  of
                  income

              
	
                007

              	
                FNMA-Excessive
                  Obligation

              
	
                008

              	
                FNMA-Abandonment
                  of
                  property

              
	
                009

              	
                FNMA-Distant
                  employee
                  transfer

              
	
                011

              	
                FNMA-Property
                  problem

              
	
                012

              	
                FNMA-Inability
                  to sell
                  property

              
	
                013

              	
                FNMA-Inability
                  to rent
                  property

              
	
                014

              	
                FNMA-Military
                  Service

              
	
                015

              	
                FNMA-Other

              
	
                016

              	
                FNMA-Unemployment

              
	
                017

              	
                FNMA-Business
                  failure

              
	
                019

              	
                FNMA-Casualty
                  loss

              
	
                022

              	
                FNMA-Energy
                  environment
                  costs

              
	
                023

              	
                FNMA-Servicing
                  problems

              
	
                026

              	
                FNMA-Payment
                  adjustment

              
	
                027

              	
                FNMA-Payment
                  dispute

              
	
                029

              	
                FNMA-Transfer
                  of ownership
                  pending

              
	
                030

              	
                FNMA-Fraud

              
	
                031

              	
                FNMA-Unable
                  to contact
                  borrower

              
	
                INC

              	
                FNMA-Incarceration

              


      

    

    


     

    Exhibit
      2:Standard File Codes – Delinquency Reporting,
Continued

     

    The
FNMA
      Delinquent Status
      Code field
      should show the Status of Default as follows:

     

    
      
        	
                Status
                  Code

              	
                Status
                  Description

              
	
                09

              	
                Forbearance

              
	
                17

              	
                Pre-foreclosure
                  Sale Closing Plan
                  Accepted

              
	
                24

              	
                Government
                  Seizure

              
	
                26

              	
                Refinance

              
	
                27

              	
                Assumption

              
	
                28

              	
                Modification

              
	
                29

              	
                Charge-Off

              
	
                30

              	
                Third
                  Party
                  Sale

              
	
                31

              	
                Probate

              
	
                32

              	
                Military
                  Indulgence

              
	
                43

              	
                Foreclosure
                  Started

              
	
                44

              	
                Deed-in-Lieu
                  Started

              
	
                49

              	
                Assignment
                  Completed

              
	
                61

              	
                Second
                  Lien
                  Considerations

              
	
                62

              	
                Veteran’s
                  Affairs-No
                  Bid

              
	
                63

              	
                Veteran’s
                  Affairs-Refund

              
	
                64

              	
                Veteran’s
                  Affairs-Buydown

              
	
                65

              	
                Chapter
                  7
                  Bankruptcy

              
	
                66

              	
                Chapter
                  11
                  Bankruptcy

              
	
                67

              	
                Chapter
                  13
                  Bankruptcy

              


      

    

    
 

     

    EXHIBIT
      M-2

    MONTHLY
      REMITTANCE
      ADVICE

    


     

     

      
        	 	
                Standard
                  Loan Level File Layout – Master Servicing

              	
                 

              	
                 

              	
                 

              
	 	 	
                 

              	
                 

              	
                 

              
	
                Exhibit
                  1:  Layout

              	 	
                 

              	
                 

              	
                 

              
	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                Each
                  file requires the following fields:

              	
                 

              	
                 

              	
                 

              
	
                SER_INVESTOR_NBR

              	
                A
                  value assigned by the Servicer to define a group of loans.

              	
                 

              	
                Text
                  up to 20
                  digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer.  This may be
                  different than the LOAN_NBR.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SCHED_PAY_AMT

              	
                Scheduled
                  monthly principal and scheduled interest payment that a borrower
                  is
                  expected to pay, P&I constant.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

              	
                The
                  loan gross interest rate less the service fee rate as reported
                  by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

              	
                The
                  servicer's fee rate for a loan as reported by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

              	
                The
                  servicer's fee amount for a loan as reported by the
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

              	
                The
                  index the Servicer is using to calculate a forecasted
                  rate.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the beginning of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the end of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date at the end of processing cycle that the borrower's next payment
                  is
                  due to the Servicer, as reported by Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

              	
                The
                  curtailment interest on the first curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

              	
                The
                  curtailment interest on the second curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

    

    


    
      
        	 	 	 	 	 
	
                Exhibit
                  1:Continued

              	
                Standard
                  Loan Level File Layout

              	
                 

              	
                 

              	
                 

              
	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	 	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

              	
                The
                  curtailment interest on the third curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

              	
                The
                  loan "paid in full" amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	 	
                MM/DD/YYYY

              	
                10

              
	
                 

                ACTION_CODE

              	
                 

                The
                  standard FNMA numeric code used to indicate the default/delinquent
                  status
                  of a particular loan.

              	 	
                Action
                  Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                  65=Repurchase,70=REO

              	
                2

              
	
                INT_ADJ_AMT

              	
                The
                  amount of the interest adjustment as reported by the
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                LOAN_LOSS_AMT

              	
                The
                  amount the Servicer is passing as a loss, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                Plus
                  the following applicable fields:

              	 	
                 

              	 
	
                SCHED_BEG_PRIN_BAL

              	
                The
                  scheduled outstanding principal amount due at the beginning of
                  the cycle
                  date to be passed through to investors.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_END_PRIN_BAL

              	
                The
                  scheduled principal balance due to investors at the end of a processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_PRIN_AMT

              	
                The
                  scheduled principal amount as reported by the Servicer for the
                  current
                  cycle -- only applicable for Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_NET_INT

              	
                The
                  scheduled gross interest amount less the service fee amount for
                  the
                  current cycle as reported by the Servicer -- only applicable for
                  Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_PRIN_AMT

              	
                The
                  actual principal amount collected by the Servicer for the current
                  reporting cycle -- only applicable for Actual/Actual
                  Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_NET_INT

              	
                The
                  actual gross interest amount less the service fee amount for the
                  current
                  reporting cycle as reported by the Servicer -- only applicable
                  for
                  Actual/Actual Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  AMT

              	
                The
                  penalty amount received when a borrower prepays on his loan as
                  reported by
                  the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  WAIVED

              	
                The
                  prepayment penalty amount for the loan waived by the
                  servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      
 

    
      
        	 	 	 	 	 
	
                Exhibit
                  1: Continued

              	
                Standard
                  Loan Level File Layout

              	
                 

              	
                 

              	
                 

              
	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	 	
                MM/DD/YYYY

              	
                10

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	 	
                Varchar
                  - value can be alpha or numeric

              	
                30

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                 

                BREACH_FLAG

              	
                Flag
                  to indicate if the repurchase of a loan is due to a breach of
                  Representations and Warranties

              	 	
                Y=Breach

                N=NO
                  Breach

                Let
                  blank if N/A

              	
                1

              


      



     

    
      


       

    

    


    
      


       



    
      


       



    


    EXHIBIT
      M-3

     

    FORM
      OF REALIZED LOSS REPORT

     

    Exhibit : Calculation
      of
      Realized Loss/Gain Form 332– Instruction Sheet

    NOTE:  Do
      not net or combine items.  Show all expenses individually and all
      credits as separate line items.  Claim packages are due on the
      remittance report date.  Late submissions may result in claims not
      being passed until the following month.  The Servicer, with respect to
      GMAC only, is responsible to remit all funds pending loss approval and /or
      resolution of any disputed items.

    1.  

     

    2.  The
      numbers on the 332 form correspond with the numbers listed below.

     

    Liquidation
      and Acquisition Expenses:

     

    
      	
               

            	
              1.

            	
              The
                Actual Unpaid Principal Balance of the Mortgage Loan.  For
                documentation, an Amortization Schedule from date of default through
                liquidation breaking out the net interest and servicing fees advanced
                is
                required.

            


    

     

     

    


     

    
      	
               

            	
              2.

            	
              The
                Total Interest Due less the aggregate amount of servicing fee that
                would
                have been earned if all delinquent payments had been made as agreed.
                For
                documentation, an Amortization Schedule from date of default through
                liquidation breaking out the net interest and servicing fees advanced
                is
                required.

            


    

     

    
      	
               

            	
              3.

            	
              Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage
                Loan as calculated on a monthly basis. For documentation, an Amortization
                Schedule from date of default through liquidation breaking out the
                net
                interest and servicing fees advanced is
                required.

            


    

     

    
      	
              4-12.

            	
              Complete
                as applicable.  Required
                documentation:

            


    

     

    *  For
      taxes and insurance advances – see page 2 of 332 form - breakdown required
      showing period

     

    of
      coverage, base tax, interest, penalty.  Advances prior to default
      require evidence of servicer efforts to recover advances.

     

     *  For
      escrow advances - complete payment history

     

     (to
      calculate advances from last positive escrow balance forward)

     

    *  Other
      expenses -  copies of corporate advance history showing all
      payments

     

    *  REO
      repairs> $1500 require explanation

     

    *  REO
      repairs>$3000 require evidence of at least 2 bids.

     

    *  Short
      Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer
      Certificate

     

    *  Unusual
      or extraordinary items may require further documentation.

     

    
      	
               

            	
              13.

            	
              The
                total of lines 1 through 12.

            


    

     

    3.  Credits:

     

    
      	
              14-21.

            	
              Complete
                as applicable.  Required
                documentation:

            


    

     

    *
      Copy of
      the HUD 1 from the REO sale.  If a 3rd Party Sale,
      bid
      instructions and Escrow
      Agent / Attorney

     

       Letter
      of Proceeds Breakdown.

     

    *  Copy
      of EOB for any MI or gov't guarantee

     

    *  All
      other credits need to be clearly defined on the 332
      form      
     

     

    
      	
               

            	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

    
      	
              Please
                Note:

            	
              For
                HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
                (18b)
                for Part B/Supplemental proceeds.

            


    

     

     

    Total
      Realized Loss (or Amount of Any Gain)

     

    
      	
               

            	
              23.

            	
              The
                total derived from
                subtracting line 22 from 13.  If the amount represents a
                realized gain, show the amount in parenthesis
                (   ).

            


    

    
       

       

      Exhibit
        3A: Calculation
        of
        Realized Loss/Gain Form 332

    

     

    Prepared
      by:  __________________                                                                                                Date:  _______________

     

    Phone:  ______________________   Email
      Address:_____________________

     

     

    
      	
              Servicer
                Loan No.

               

            	 	
              Servicer
                Name

               

            	 	
              Servicer
                Address

               

               

            


    

     

     

    WELLS
      FARGO BANK, N.A. Loan No._____________________________

     

    Borrower's
      Name: _________________________________________________________

    Property
      Address: _________________________________________________________

     

    Liquidation
      Type:  REO
      Sale                                                                           
3rd Party
      Sale                                           Short
      SaleCharge Off

     

    Was
      this loan granted a Bankruptcy deficiency or
      cramdownYes    No

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

    
 

    
      
        
          
            	
                    Liquidation
                      and Acquisition Expenses:

                  	 	 	 	 
	
                    (1)

                  	
                    Actual
                      Unpaid Principal Balance of Mortgage Loan

                  	
                     

                  	$	 	
                    (1)

                  
	
                    (2)

                  	
                    Interest
                      accrued at Net Rate

                  	 	
                     

                  	 	
                    (2)

                  
	
                    (3)

                  	
                    Accrued
                      Servicing Fees

                  	 	
                     

                  	 	
                    (3)

                  
	
                    (4)

                  	
                    Attorney's
                      Fees

                  	 	
                     

                  	 	
                    (4)

                  
	
                    (5)

                  	
                    Taxes
                      (see page 2)

                  	 	
                     

                  	 	
                    (5)

                  
	
                    (6)

                  	
                    Property
                      Maintenance

                  	 	 	 	
                     

                  	 	
                    (6)

                  
	
                    (7)

                  	
                    MI/Hazard
                      Insurance Premiums (see page 2)

                  	
                     

                  	 	 	
                    (7)

                  
	
                    (8)

                  	
                    Utility
                      Expenses

                  	 	 	 	
                     

                  	 	
                    (8)

                  
	
                    (9)

                  	
                    Appraisal/BPO

                  	 	 	 	
                     

                  	 	
                    (9)

                  
	
                    (10)

                  	
                    Property
                      Inspections

                  	 	 	 	
                     

                  	 	
                    (10)

                  
	
                    (11)

                  	
                    FC
                      Costs/Other Legal Expenses

                  	 	 	 	
                    (11)

                  
	
                    (12)

                  	
                    Other
                      (itemize)

                  	 	 	 	
                     

                  	 	
                    (12)

                  
	 	 	
                    Cash
                      for Keys

                  	 	
                     

                  	 	 	
                    (12)

                  
	 	 	
                    HOA/Condo
                      Fees

                  	 	
                     

                  	 	 	
                    (12)

                  
	 	 	
                     

                  	 	
                     

                  	 	 	
                    (12)

                  
	 	 	 	 	 	 	 	 
	 	 	
                    Total
                      Expenses

                  	 	 	$	 	
                    
                      (13)

                    

                  
	
                    Credits:

                  	 	 	 	 	 	 	 
	
                    (14)

                  	
                    Escrow
                      Balance

                  	 	 	 	
                    $
                      

                  	 	
                    (14)

                  
	
                    (15)

                  	
                    HIP
                      Refund

                  	 	 	 	 	 	
                    
                      (15)

                    

                  
	
                    (16)

                  	
                    Rental
                      Receipts

                  	 	 	 	
                     

                  	 	
                    (16)

                  
	
                    (17)

                  	
                    Hazard
                      Loss Proceeds

                  	 	 	 	
                     

                  	 	
                    (17)

                  
	
                    (18)

                  	
                    Primary
                      Mortgage Insurance / Gov’t Insurance

                  	
                     

                  	 	 	(18a)

	
                    HUD
                      Part A

                  	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                    HUD
                      Part B

                  	 	 	 	 	 	(18b)
	
                    (19)

                  	
                    Pool
                      Insurance Proceeds

                  	 	 	 	
                     

                  	 	
                    (19)

                  
	
                    (20)

                  	
                    Proceeds
                      from Sale of Acquired Property

                  	
                     

                  	 	 	
                    (20)

                  
	
                    (21)

                  	
                    Other
                      (itemize)

                  	 	 	 	
                     

                  	 	
                    (21)

                  
	 	
                     

                  	 	
                     

                  	
                     

                  	 	 	
                    (21)

                  
	 	 	 	 	 	 	 	 
	 	
                    Total
                      Credits

                  	 	 	 	
                    $

                  	 	
                    (22)

                  
	
                    Total
                      Realized Loss (or Amount of Gain)

                  	
                     

                  	
                     

                  	
                    $

                  	 	
                    (23)

                  


          

        

      



     

     

    Escrow
      Disbursement Detail

    


    
      
        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of 

                Coverage

              	
                Total
                  Paid

              	
                Base
                  

                Amount

              	
                Penalties

              	
                Interest

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      



    
 

     

    EXHIBIT
      N

     

    ADDENDUM
      REGULATION AB



    COUNTRYWIDE
      ADDENDUM REGULATION AB

    


    1.           Capitalized
      terms used herein but not otherwise defined shall have the meanings set forth
      in
      the Pooling and Servicing Agreement.

    


    Countrywide
      Information:  As defined in Section 2(g)(i)(A)(1).

    


    Securitization
      Transaction:  Citigroup Mortgage Loan Trust 2007-AMC4,
      Asset-Backed Pass-Through Certificates, Series 2007-AMC4.

    


    Servicer:  As
      defined
      in Section 2(c)(iii).

    


    Subcontractor:  Any
      vendor, subcontractor or other Person that is not responsible for the overall
      servicing (as “servicing” is commonly understood by participants in the
      mortgage-backed securities market) of Mortgage Loans but performs one or more
      discrete functions identified in Item 1122(d) of Regulation AB with respect
      to
      Mortgage Loans under the direction or authority of Countrywide or a
      Subservicer.

    


    Subservicer:  Any
      Person that services Mortgage Loans on behalf of Countrywide or any Subservicer
      and is responsible for the performance (whether directly or through Subservicers
      or Subcontractors) of a substantial portion of the material servicing functions
      required to be performed by Countrywide under the Pooling and Servicing
      Agreement that are identified in Item 1122(d) of Regulation AB; provided,
      however, that the term “Subservicer” shall not include any master servicer, or
      any special servicer engaged at the request of the Depositor, the Master
      Servicer or investor in the Securitization Transaction, nor any “back-up
      servicer” or trustee performing servicing functions on behalf of the
      Securitization Transaction.

    


    2.           The
      Master Servicer, the Depositor and Countrywide agree that the Pooling and
      Servicing Agreement is hereby supplemented by adding the following
      provisions:

    


    (a)           Intent
      of the Parties; Reasonableness.

    


    The
      Depositor, the Master Servicer and Countrywide acknowledge and agree that the
      purpose of Article 2 of this Addendum is to facilitate compliance by the Master
      Servicer and the Depositor with the provisions of Regulation AB and related
      rules and regulations of the Commission.  Neither the Master Servicer
      nor the Depositor shall exercise its right to request delivery of information
      or
      other performance under these provisions other than in good faith, or for
      purposes other than compliance with the Securities Act, the Exchange Act and
      the
      rules and regulations of the Commission thereunder.  Countrywide
      acknowledges that interpretations of the requirements of Regulation AB may
      change over time, whether due to interpretive guidance provided by the
      Commission or its staff, and agrees to negotiate in good faith with the Master
      Servicer and the Depositor with regard to any reasonable requests for delivery
      of information under these provisions on the basis of evolving interpretations
      of Regulation AB.  In connection with the Securitization
      Transaction, Countrywide shall cooperate fully with the Master Servicer and
      the
      Depositor to deliver to the Master Servicer (including any of its assignees
      or
      designees) and the Depositor, any and all statements, reports, certifications,
      records and any other information necessary to permit the Master Servicer or
      the
      Depositor to comply with the provisions of Regulation AB, together with such
      disclosures relating to Countrywide, and any parties or items identified in
      writing by the Master Servicer or the Depositor, including, any Subservicer
      or
      the servicing of the Mortgage Loans necessary in order to effect such
      compliance.

    


    The
      Depositor and the Master Servicer
      agree that they will cooperate with Countrywide and provide sufficient and
      timely notice of any information requirements pertaining to the Securitization
      Transaction.  The Depositor and the Master Servicer will make all
      reasonable efforts to contain requests for information, reports or any other
      materials to items required for compliance with Regulation AB, and shall not
      request information which is not required for such
      compliance.

    


    (b)           [Reserved].

    


    (c)           Information
      to Be Provided by Countrywide.

    


    In
      connection with the Securitization Transaction Countrywide shall (1) within
      ten
      Business Days following request by the Master Servicer or the Depositor, provide
      to the Master Servicer and the Depositor (or cause each Subservicer to provide),
      in writing reasonably required for compliance with Regulation AB, the
      information and materials specified in paragraph (iii) of this Section 2(c),
      (2)
      within the time frame set forth therein, the information and materials specified
      in paragraph (vi) of this Section 2(c), and (3) as promptly as practicable
      following notice to or discovery by Countrywide, provide to the Master Servicer
      and the Depositor (as required by Regulation AB) the information specified
      in
      paragraph (iv) of this Section.

    


    (i)           Reserved.

    


    (ii)           Reserved.

    


    (iii)           Reserved.

    


    (iv)           For
      the purpose of satisfying the reporting obligations of the Issuing Entity under
      the Exchange Act, Countrywide shall (and shall cause each Subservicer to) (a)
      provide prompt notice to the Master Servicer and the Depositor in writing of
      (1)
      any merger, consolidation or sale of substantially all of the assets of
      Countrywide, (2) Countrywide’s entry into an agreement with a Subservicer to
      perform or assist in the performance of any of Countrywide’s obligations under
      the Pooling and Servicing Agreement that qualifies as an “entry into a material
      definitive agreement” under Item 1.01 of the Form 8-K, (3) any Servicer Event of
      Default under the terms of the Pooling and Servicing Agreement to the extent
      not
      known by the Master Servicer or the Depositor, and (4) a brief description
      of
      any material litigation or governmental proceedings involving Countrywide or
      any
      Subservicer.

    


    (v)           As
      a condition to the succession to Countrywide or any Subservicer as servicer
      or
      subservicer under the Pooling and Servicing Agreement by any Person (i) into
      which Countrywide or such Subservicer may be merged or consolidated, or (ii)
      which may be appointed as a successor to Countrywide or any Subservicer,
      Countrywide shall provide to the Master Servicer and the Depositor, at least
      15
      calendar days prior to the effective date of such succession or appointment,
      (x)
      written notice to the Master Servicer and the Depositor of such succession
      or
      appointment and (y) in writing, all information reasonably requested by the
      Master Servicer or the Depositor in order to comply with its reporting
      obligation under Item 6.02 of Form 8-K with respect to the
      Certificates.

    


    (vi)           Countrywide
      shall provide to the Master
      Servicer and the Depositor a description of any affiliation or relationship
      required to be disclosed under Item 1119 between Countrywide and any of the
      parties listed in Items 1119 (a)(1)-(6) of
      Regulation AB that develops following
      the Closing Date (other than an affiliation or relationship that the Master
      Servicer, the Depositor or the issuing entity is required to disclose under
      Item
      1119 of Regulation AB) no later than 15 calendar days prior to the date the
      Depositor is required to file its Form 10-K disclosing such affiliation or
      relationship.  For purposes of the foregoing, Countrywide (1) shall be
      entitled to assume that the parties to the Securitization Transaction with
      whom
      affiliations or relations must be disclosed are the same as on the closing
      date
      if it provides a written request (which may be by e-mail) to the Depositor
      or the Master
      Servicer, as applicable, requesting such confirmation and either obtains such
      confirmation or receives no response within three (3) Business Days, (2) shall
      not be obligated to disclose any affiliations or relationships that may develop
      after the closing date for the Securitization Transaction with any parties
      not
      identified to Countrywide in writing within ten days in advance of the
      Securitization Transaction, and (3) shall be entitled to rely upon any written
      identification of parties provided by the Depositor or the Master
      Servicer.

    


    (vii)           Not
      later than ten days prior to the deadline for the filing of the Monthly
      Statement on Form 10-D in respect of the Securitization Transaction that
      includes any of the Mortgage Loans serviced by Countrywide or any Subservicer,
      Countrywide or such Subservicer, as applicable, shall, to the extent Countrywide
      or such Subservicer has knowledge, provide to the party responsible for filing
      such report (including, if applicable, the Master Servicer) notice of the
      occurrence of any of the following events, along with all information, data,
      and
      materials related thereto as may be required to be included in the related
      distribution report on Form 10-D:

    


    (a)           any
      material modifications, extensions or waivers of Mortgage Loan terms, fees,
      penalties or payments during the distribution period; or

    


    (b)           material
      breaches of transaction covenants under the Pooling and Servicing Agreement,
      as
      supplemented herein.

    


    (d)           Servicer
      Compliance Statement.

    


    On
      or
      before March 5 of each calendar year, commencing in 2008, Countrywide shall
      deliver to the Master Servicer and the Depositor a statement of compliance
      addressed to the Master Servicer and the Depositor and signed by an authorized
      officer of Countrywide, to the effect that (i) a review of Countrywide’s
      servicing activities during the immediately preceding calendar year (or
      applicable portion thereof) and of its performance under the servicing
      provisions of the Pooling and Servicing Agreement during such period has been
      made under such officer’s supervision, and (ii) to the best of such officers’
knowledge, based on such review, Countrywide has fulfilled all of its servicing
      obligations under the Pooling and Servicing Agreement in all material respects
      throughout such calendar year (or applicable portion thereof) or, if there
      has
      been a failure to fulfill any such obligation in any material respect,
      specifically identifying each such failure known to such officer and the nature
      and the status thereof.

    


    (e)           Report
      on Assessment of Compliance and Attestation.

    


    (i)           On
      or before March 5 of each calendar year, commencing in 2008, Countrywide
      shall:

    


    (A)           deliver
      to the Master Servicer and the Depositor a report regarding Countrywide’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
      addressed to the Master Servicer and the Depositor and signed by an authorized
      officer of Countrywide, and shall address each of the applicable Servicing
      Criteria specified on Exhibit A hereto (wherein “Investor” shall mean the Master
      Servicer);

    


    (B)           deliver
      to the Master Servicer and the Depositor a report of a registered public
      accounting firm that attests to, and reports on, the assessment of compliance
      made by Countrywide 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;

    


    (C)           if
      required by Regulation AB, cause each Subservicer and each Subcontractor
      determined by Countrywide pursuant to Section 2(f)(ii) to be “participating in
      the servicing function” within the meaning of Item 1122 of Regulation AB (each,
      a “Participating Entity”), to deliver to the Master Servicer and the Depositor
      an assessment of compliance and accountants’ attestation as and when provided in
      paragraphs (i) and (ii) of this Section 2(e); and

    


    (D)           deliver,
      or, if required by Regulation AB, cause each Subservicer and Participating
      Entity to deliver to the Master Servicer, the Depositor or any other Person
      that
      will be responsible for signing the certification (a “Sarbanes Certification”)
      required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
      to
      Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Issuing Entity
      a
      certification, signed by the appropriate officer of Countrywide, in the form
      attached hereto as Exhibit B; provided that such certification delivered by
      Countrywide may not be filed as an exhibit to, or included in, any filing with
      the Commission.

    


    Countrywide
      acknowledges that the party identified in clause (i)(D) above may rely on the
      certification provided by Countrywide pursuant to such clause in signing a
      Sarbanes Certification and filing such with the Commission.

    


    (ii)           Each
      assessment of compliance provided by a Subservicer pursuant to Section
      2(e)(i)(A) shall address each of the applicable Servicing Criteria specified
      on
      Exhibit A hereto (wherein “investor” shall mean the Master Servicer) delivered
      to the Master Servicer and the Depositor concurrently with the execution of
      the
      Pooling and Servicing Agreement or, in the case of a Subservicer subsequently
      appointed as such, on or prior to the date of such appointment.  An
      assessment of compliance provided by a Participating Entity pursuant to Section
      2(e)(i)(C) need not address any elements of the Servicing Criteria other than
      those specified by Countrywide pursuant to Section 2(f).

    


    If
      reasonably requested by the Master Servicer or the Depositor, Countrywide shall
      provide to the Master Servicer or the Depositor, evidence of the authorization
      of the person signing the certificate or statement provided pursuant to Section
      2(d) and 2(e) of this Addendum.

    


    (f)           Use
      of Subservicers and Subcontractors.

    


    Countrywide
      shall not hire or otherwise utilize the services of any Subservicer to fulfill
      any of the obligations of Countrywide as servicer under the Pooling and
      Servicing Agreement unless Countrywide complies with the provisions of paragraph
      (i) of this Subsection (f).  Countrywide shall not hire or otherwise
      utilize the services of any Subcontractor, and shall not permit any Subservicer
      to hire or otherwise utilize the services of any Subcontractor, to fulfill
      any
      of the obligations of Countrywide as servicer under the Pooling and Servicing
      Agreement unless Countrywide complies with the provisions of paragraph (ii)
      of
      this Subsection (f).

    


    (i)           It
      shall not be necessary for Countrywide to seek the consent of the Master
      Servicer or the Depositor to the utilization of any Subservicer.  If
      required by Regulation AB, Countrywide shall cause any Subservicer used by
      Countrywide (or by any Subservicer) for the benefit of the Master Servicer
      and
      the Depositor to comply with the provisions of this Section and with Sections
      2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Addendum, and to provide the
      information required with respect to such Subservicer under Section 2(c)(iv)
      of
      this Addendum.  Countrywide shall be responsible for obtaining from
      each Subservicer and delivering to the Master Servicer and the Depositor any
      servicer compliance statement required to be delivered by such Subservicer
      under
      Section 2(d), any assessment of compliance and attestation required to be
      delivered by such Subservicer under Section 2(e) and any certification required
      to be delivered to the Person that will be responsible for signing the Sarbanes
      Certification under Section 2(e) as and when required to be
      delivered.

    


    (ii)           It
      shall not be necessary for Countrywide to seek the consent of the Master
      Servicer or the Depositor to the utilization of any Subcontractor.  If
      required by Regulation AB, after reasonable notice from the Master Servicer
      or
      the Depositor of the parties involved in the Securitization Transaction,
      Countrywide shall promptly upon request provide to the Master Servicer and
      the
      Depositor a written description  of the role and function of each
      Subcontractor utilized by Countrywide or any Subservicer, specifying (A) the
      identity of each such Subcontractor, (B) which (if any) of such Subcontractors
      are Participating Entities, and (C) which elements of the Servicing Criteria
      will be addressed in assessments of compliance provided by each Participating
      Entity identified pursuant to clause (B) of this paragraph.

    


    Countrywide
      shall cause any such Participating Entity used by Countrywide (or by any
      Subservicer) for the benefit of the Master Servicer and the Depositor to comply
      with the provisions of Section 2(e) of this Addendum.  Countrywide
      shall be responsible for obtaining from each Participating Entity and delivering
      to the Master Servicer and the Depositor any assessment of compliance and
      attestation and certificate required to be delivered by such Participating
      Entity under Section 2(e), in each case as and when required to be
      delivered.

    


    (g)           Indemnification;
      Remedies.

    


    (i)           Countrywide
      shall indemnify the Master Servicer and each of the following parties
      participating in the Securitization Transaction: the Sponsor, the Depositor
      and
      the Issuing Entity; each Person responsible for the execution or filing of
      any
      report required to be filed with the Commission with respect to the
      Securitization Transaction, or for execution of a certification pursuant to
      Rule
      13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the
      Securitization Transaction; each broker dealer acting as underwriter, acting
      as
      placement agent or acting as initial purchaser; each Person who controls any
      of
      such parties (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act); and the respective present and former directors,
      officers and employees of each of the foregoing and shall hold each of them
      harmless from and against any losses, damages, penalties, fines, forfeitures,
      legal fees and expenses and related costs, judgments, and any other costs,
      fees
      and expenses that any of them may sustain arising out of or based
      upon:

    


    (A)(1)                      any
      untrue statement of a material fact contained or alleged to be contained in
      any
      written information, written report, certification or other material provided
      under this Addendum by or on behalf of Countrywide, or provided under this
      Addendum by or on behalf of any Subservicer or Participating Entity
      (collectively, the “Countrywide Information”), or (2) the omission or alleged
      omission to state in Countrywide Information a material fact required to be
      stated in Countrywide Information or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; provided, by way of clarification, that clause (2) of this
      paragraph shall be construed solely by reference to Countrywide Information
      and
      not to any other information communicated in connection with the sale or
      purchase of the Certificates, without regard to whether Countrywide Information
      or any portion thereof is presented together with or separately from such other
      information;

    


    (B)           any
      failure by Countrywide, any Subservicer, any Participating Entity to deliver
      any
      information, report, certification, accountants’ letter or other material when
      and as required under this Addendum, including any failure by Countrywide to
      identify pursuant to Section 2(f)(ii) any Participating Entity; or

    


    (C)           any
      breach by Countrywide of a representation or warranty set forth in Section
      2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as
      of a
      date prior to the Closing Date, to the extent that such breach is not cured
      by
      such closing date, or any breach by Countrywide of a representation or warranty
      in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of
      a
      date subsequent to such closing date.

    


    If
      the indemnification provided for
      herein is unavailable or insufficient to hold harmless the parties set forth
      in
      Section 2(g)(i), then Countrywide agrees that it shall contribute to the amount
      paid or payable by such indemnified party as a result of any claims, losses,
      damages or liabilities incurred by such indemnified party in such proportion
      as
      is appropriate to reflect the relative fault of such indemnified party on the
      one hand and Countrywide on the other.

    


    In
      the
      case of any failure of performance described in clause (i)(B) of this Section,
      Countrywide shall promptly reimburse the Master Servicer or the Depositor,
      as
      applicable, and each Person responsible for the execution or filing of any
      report required to be filed with the Commission with respect to the
      Securitization Transaction, or for execution of a certification pursuant to
      Rule
      13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the
      Securitization Transaction, for all costs reasonably incurred by each such
      party
      in order to obtain the information, report, certification, accountants’ letter
      or other material not delivered as required by Countrywide, any Subservicer
      or
      any Participating Entity.

    


    (ii)           (A)           Any
      failure by Countrywide, any Subservicer or any Participating Entity to deliver
      any information, report, certification, accountants’ letter or other material
      when and as required under this Addendum, which continues unremedied for three
      Business Days after receipt by Countrywide and the applicable Subservicer or
      Subcontractor of written notice of such failure from the Master Servicer or
      the
      Depositor shall, except as provided in clause (B) of this paragraph, constitute
      a Servicer Event of Default with respect to Countrywide under the Pooling and
      Servicing Agreement, and shall entitle the Master Servicer or the Depositor,
      as
      applicable, in its sole discretion to terminate the rights and obligations
      of
      Countrywide as servicer under the Pooling and Servicing Agreement without
      payment (notwithstanding anything in the Pooling and Servicing Agreement to
      the
      contrary) of any compensation to Countrywide (and appoint a successor servicer
      reasonably acceptable to the Master Servicer); provided, however it is
      understood that Countrywide shall remain entitled to receive reimbursement
      for
      all unreimbursed P&I Advances and Servicing Advances made by Countrywide
      under the Pooling and Servicing Agreement in accordance with and pursuant to
      the
      terms of the Pooling and Servicing Agreement as if Countrywide had not been
      terminated as servicer.  Notwithstanding anything to the contrary set
      forth herein, to the extent that any provision of the Pooling and Servicing
      Agreement expressly provides for the survival of certain rights or obligations
      following termination of Countrywide as servicer, such provision shall be given
      effect.

    


    (B)           Any
      failure by Countrywide, any Subservicer or any Participating Entity to deliver
      any information, report, certification or accountants’ letter required under
      Regulation AB when and as required under Section 2(d) or 2(e), including any
      failure by Countrywide to identify a Participating Entity, which continues
      unremedied for ten calendar days after the date on which such information,
      report, certification or accountants’ letter was required to be delivered shall
      constitute a Servicer Event of Default with respect to Countrywide under the
      Pooling and Servicing Agreement, and shall entitle the Master Servicer or the
      Depositor, as applicable, in its sole discretion to terminate the rights and
      obligations of Countrywide as servicer under the Pooling and Servicing Agreement
      without payment (notwithstanding anything in the Pooling and Servicing Agreement
      to the contrary) of any compensation to Countrywide;
provided,however it is understood that Countrywide shall
      remain entitled to receive reimbursement for all unreimbursed P&I Advances
      and Servicing Advances made by Countrywide under the Pooling and Servicing
      Agreement in accordance with and pursuant to the terms of the Pooling and
      Servicing Agreement as if Countrywide had not been terminated as
      servicer.  Notwithstanding anything to the contrary set forth herein,
      to the extent that any provision of the Pooling and Servicing Agreement
      expressly provides for the survival of certain rights or obligations following
      termination of Countrywide as servicer, such provision shall be given
      effect.

    


    (C)           Countrywide
      shall promptly reimburse the Master Servicer (or any affected designee of the
      Master Servicer) and the Depositor, as applicable, for all reasonable expenses
      incurred by the Master Servicer (or such designee) or the Depositor as such
      are
      incurred, in connection with the termination of Countrywide as servicer and
      the
      transfer of servicing of the Mortgage Loans to a successor
      servicer.  The provisions of this paragraph shall not limit whatever
      rights Countrywide, the Master Servicer or the Depositor may have under other
      provisions of the Pooling and Servicing Agreement or otherwise, whether in
      equity or at law, such as an action for damages, specific performance or
      injunctive relief.

    


    (iii)           The
      Master Servicer agrees to indemnify and hold harmless Countrywide, any
      Subservicer, any Participating Entity, each Person who controls any of such
      parties (within the meaning of Section 15 of the Securities Act and Section
      20
      of the Exchange Act), and the respective present and former directors, officers
      and employees of each of the foregoing from and against any losses, damages,
      penalties, fines, forfeitures, legal fees and expenses and related costs,
      judgments, and any other costs, fees and expenses that any of them may sustain
      arising out of or based upon any untrue statement or alleged untrue statement
      of
      any material fact contained in any filing with the Commission or the omission
      or
      alleged omission to state in any filing with the Commission a material fact
      required to be stated or necessary to be stated in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading, in each case to the extent, but only to the extent, that such untrue
      statement, alleged untrue statement, omission, or alleged omission relates
      to
      any filing with the Commission other than Countrywide Information.

    


     (iv)           If
      the indemnification provided for herein is unavailable or insufficient to hold
      harmless the indemnified party, then the indemnifying party agrees that it
      shall
      contribute to the amount paid or payable by such indemnified party as a result
      of any claims, losses, damages or liabilities incurred by such indemnified
      party
      in such proportion as is appropriate to reflect the relative fault of such
      indemnified party on the one hand and the indemnifying party on the
      other.

    


    (v)           The
      indemnifications provided for in Section 2(g) shall survive the termination
      of
      the Pooling and Servicing Agreement or the termination of any party to the
      Pooling and Servicing Agreement.

    


    3.  The
      Pooling and Servicing Agreement is hereby supplemented as follows:

     

    (A)           Subservicing
      Agreements Between Countrywide and Subservicers.

     

    Countrywide,
      as servicer, may arrange for the subservicing of any Mortgage Loan by a
      Subservicer pursuant to a subservicing agreement.  Each Subservicer
      shall be (i) authorized to transact business in the state or states where the
      related Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Subservicer to perform its obligations
      hereunder and under the subservicing agreement and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer.  Notwithstanding the provisions of any
      subservicing agreement, any of the provisions of the Pooling and Servicing
      Agreement relating to agreements or arrangements between Countrywide or a
      Subservicer or reference to actions taken through Countrywide or otherwise,
      Countrywide shall remain obligated and liable to the Master Servicer and its
      successors and assigns for the servicing and administration of the Mortgage
      Loans in accordance with the provisions of the Pooling and Servicing Agreement
      without diminution of such obligation or liability by virtue of such
      subservicing agreements or arrangements or by virtue of indemnification from
      the
      Subservicer and to the same extent and under the same terms and conditions
      as if
      Countrywide alone were servicing and administering the Mortgage
      Loans.  In the event Countrywide is terminated as servicer pursuant to
      Section 7.01 of the Pooling and Servicing Agreement or Section 2(g)(ii)(A)
      or
      (B) of this Addendum, the Subservicer, if any, shall no longer have the right
      to
      service the related Mortgage Loans.

     

    (B)           No
      Contractual Relationship Between Subservicer and the Master Servicer or the
      Depositor

     

    Any
      subservicing agreement and any other transactions or services relating to the
      Mortgage Loans involving a Subservicer shall be deemed to be between the
      Subservicer and Countrywide alone and the Master Servicer and the Depositor
      shall not be deemed a party thereto and shall have no claims, rights,
      obligations, duties or liabilities with respect to any Subservicer except as
      set
      forth in Section (A) above.

     

    4.  Notwithstanding
      any other provision of this Addendum, Countrywide shall seek the consent of
      the
      Master Servicer and the Depositor for the utilization of all Subservicers and
      Participating Entities, when required by and in accordance with the terms of
      the
      Pooling and Servicing Agreement.

     

    5.  The
      Pooling and Servicing Agreement is hereby supplemented with the Exhibit attached
      hereto as Exhibit A to the end thereto.  References in this Addendum
      to the “Pooling and Servicing Agreement” or words of similar import (including
      indirect references to the Pooling and Servicing Agreement) shall be deemed
      to
      be references to the Pooling and Servicing Agreement as supplemented by this
      Addendum.  In the event of a conflict between this Addendum and any
      other document or agreement, including without limitation the Pooling and
      Servicing Agreement, this Addendum shall control.

     

    


    EXHIBIT
      A

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    The
      assessment of compliance to be delivered by [Countrywide] [Name of Subservicer]
      shall address, at a minimum, the applicable criteria identified below as
“Applicable Servicing Criteria”:

    


    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	
               

            
	
               

            	
              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

            
	
              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

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans 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

            
	
               

            	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

            	
              Payments
                on mortgage loans 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

            
	
              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

            
	
              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

            
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, 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

            
	
              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

            
	
               

            	
              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 mortgage loans serviced by the
                Servicer.

            	
              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

            
	
              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

            
	
              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

            
	
               

            	
              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

            	
               Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

            	
              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

            
	
              1122(d)(4)(iv)

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan 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 mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the mortgage loans 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 mortgage loans
                (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

            
	
              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

            
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan 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 mortgage loans 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 mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	
              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 mortgage loan
                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 mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                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.

            	 


    

    


    


    


    


    
      	
              [NAME
                OF COMPANY] [NAME OF SUBSERVICER]

               

            
	
              Date:

            	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      B

     

    FORM
      OF
      ANNUAL CERTIFICATION

     

    
      	
              Re:  

            	
              The
                [                   ]
                agreement dated as of [      ], 200[
                ] (the “Agreement”), among [IDENTIFY
                PARTIES]

            


    

     

    I,
      ________________________________, the _______________________ of Countrywide
      Home Loans, Inc., certify to [the Master Servicer], [the Depositor], [Master
      Servicer], [Securities Administrator] or [Trustee], and its officers, with
      the
      knowledge and intent that they will rely upon this certification,
      that:

     

    (1)           I
      have reviewed the servicer compliance statement of Countrywide provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of Countrywide’s compliance with the servicing criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
      as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation Report”), and all
      servicing reports, officer’s certificates and other information relating to the
      servicing of the Mortgage Loans by Countrywide during 200[ ] that were delivered
      by Countrywide to the [Depositor] [Master Servicer] [Securities Administrator]
      or [Trustee] pursuant to the Pooling and Servicing Agreement (collectively,
      the
“Company Servicing Information”);

     

    (2)           Based
      on my knowledge, Countrywide Servicing Information, taken as a whole, does
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by Countrywide Servicing Information;

     

    (3)           Based
      on my knowledge, all of Countrywide Servicing Information required to be
      provided by Countrywide under the Pooling and Servicing Agreement has been
      provided to the [Depositor] [Master Servicer] [Securities Administrator] or
      [Trustee];

     

    (4)           I
      am responsible for reviewing the activities performed by Countrywide as servicer
      under the Pooling and Servicing Agreement, and based on my knowledge and the
      compliance review conducted in preparing the Compliance Statement and except
      as
      disclosed in the Compliance Statement, the Servicing Assessment or the
      Attestation Report, Countrywide has fulfilled its obligations under the Pooling
      and Servicing Agreement; and

     

    


    [Intentionally
      Left Blank]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (5)           The
      Compliance Statement required to be delivered by Countrywide pursuant to the
      Pooling and Servicing Agreement, and the Servicing Assessment and Attestation
      Report required to be provided by Countrywide and by each Subservicer and
      Participating Entity pursuant to the Pooling and Servicing Agreement, have
      been
      provided to the [Depositor] [Master Servicer]. Any material instances of
      noncompliance described in such reports have been disclosed to the [Depositor]
      [Master Servicer].  Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.

     

    


    
      	
              Date:

            	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    


    


    



     

     

    


     

    EXHIBIT
      O

     

    FORM
      OF
      INTEREST RATE SWAP AGREEMENT

     



    
    

     

    
      
        	
                 

              	 	 	
                ] 

              


      

    

    
 

    
      	 	
            
	
              Date:

            	
              June
                29,
                2007

            
	
               

            	 
	
              To:

            	
              Wells
                Fargo Bank, 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-AMC4, Asset-Backed Pass-Through Certificates, Series
                2007-AMC4

            
	
               

            	 
	
              Attn:

            	
              Client
                Manager – CMLTI
                2007-AMC4

            
	
               

            	 
	
              Phone:

            	
              (410)
                884-2000

            
	
              Fax:

            	
              (410)
                715-2380

            
	
               

            	 
	
              From:

            	
              Citibank
                N.A., New York

            
	 	
              Confirmations
                Unit

            
	 	
              333
                West 34th Street, 2nd
                Floor

            
	 	
              New
                York, NY 10001,
USA

            
	
               

            	 
	
              Phone:

            	
              1-212-615-8398

            
	
              Fax:

            	
              1-212-615-8985

            
	
              Email:

            	
              nyfiderivconfirms@citigroup.com

            
	
               

            	 
	
              Our
                ref:

            	
              M072762

            
	
              Your
                ref:

            	
               

            


    

     

     
  
    “
SWAP
      CONFIRMATION”
 
    The
      purpose of this letter agreement
      (this 'Confirmation') is to set forth the terms and conditions of the
      Transaction entered into between Wells Fargo Bank, 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-AMC4,
      Asset-Backed Pass-Through Certificates, Series 2007-AMC4('Counterparty') and
      Citibank N.A., New York ('Citibank') on the Trade Date specified below (the
      'Transaction').
 
    1.
      The definitions and provisions
      contained in the 2000 ISDA Definitions (the 'Definitions') (as published by
      the
      International Swaps and Derivatives Association, Inc.) are incorporated into
      this Confirmation. References herein to a 'Transaction' shall be deemed to
      be
      references to a 'Swap Transaction' for the purposes of the
      Definitions.
 
    This
      Confirmation supplements, forms a
      part of, and is subject to, the ISDA Master Agreement dated as of June 29,
      2007,
      as amended and supplemented from time
      to time (the 'Master Agreement'), between Counterparty and Citibank. All
      provisions contained in the Master Agreement govern this Confirmation except
      as
      expressly modified below. In the event of any inconsistency between this
      Confirmation and the Definitions or the Master Agreement, this Confirmation
      will
      govern.
 
    U.S.
      Federal law requires Citibank to
      obtain, verify and record customer identification
      information.
 
    2.
      The terms of the particular
      Transaction to which this Confirmation relates are as
      follows:

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
    

    


    
      	 	
            
	
              Trade
                Date:

            	
              June
                6,
                2007

            
	
               

            	 
	
              Effective
                Date:

            	
              June
                25,
                2008

            
	
               

            	 
	
              Termination
                Date:

            	
              July
                25, 2012, subject to
                adjustment in accordance with the Following 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

            
	
               

            	 
	
              Notional
                Amount:

            	
               

              With
                respect to each Calculation
                Period, the amount set forth in Exhibit
                I
                 attached
                hereto opposite such
                Calculation Period under the heading 'Notional
                Amount'

            


    

    
    

    


     

    
    

     

    
      Fixed
        Amounts

    

     

    
      	
              Fixed
                Rate
                Payer:

            	
              Counterparty

            
	
               

            	 
	
              Fixed
                Rate
                Payer

              Period
                End
                Dates:

            	
              The
                25th calendar day of each
                month commencing July 25, 2008 through and including the Termination
                Date,
                with No Adjustment

            
	
               

            	 
	
              Fixed
                Rate
                Payer

              Payment
                Dates:

            	
              Early
                Payment shall apply – Two
                Business Days prior to the 25th
                calendar day of each month during
                the Term of this Transaction

            
	
               

            	 
	
              Fixed
                Amount:

            	
              To
                be determined in accordance with the following formula:

            
	 	
              Scale
                Factor * Fixed Rate * Notional Amount * Fixed Rate Day Count
                Fraction

            
	
               

              Fixed
                Rate:

            	
               

              5.3270000
                percent

            
	
               

            	 
	
              Fixed
                Rate

              Day
                Count
                Fraction:

            	
               

              30/360

            
	
               

            	 


    
  
    Floating
      Amounts

     

    
      	
              Floating
                Rate
                Payer:

            	
              Citibank

            
	
               

            	 
	
              Floating
                Rate
                Payer

              Period
                End
                Dates:

            	
              The
                25th calendar day of each
                month commencing July 25, 2008 through and including the Termination
                Date,
                subject to adjustment in accordance with the Business Day
                Convention

            
	
               

            	 
	
              Floating
                Rate
                Payer

              Payment
                Dates:

            	
              Early
                Payment shall apply – Two
                Business Days prior to the 25th
                calendar day of each month during
                the Term of this Transaction

            
	
               

            	 
	
              Floating
                Amount:

            	
              To
                be determined in accordance with the following formula:

            
	 	
              Scale
                Factor * Floating Rate Option * Notional Amount * Floating Rate Day
                Count
                Fraction

            
	
               

              Floating
                Rate
                Option:

            	
               

              USD-LIBOR-BBA

            
	
               

            	 
	
               

              Designated
                Maturity:

            	
               

              One
                month

            
	
               

            	 
	
               

              Spread:

            	
               

              None

            
	
               

            	 
	
              Floating
                Rate

              Day
                Count
                Fraction:

            	
               

              Actual/360

            
	
               

            	 
	
               

              Reset
                Dates:

            	
               

              The
                first day of each Floating
                Rate Payer Calculation Period

            
	
               

            	 
	
              Compounding:

            	
              Inapplicable

            
	
               

            	 
	
              Scale
                Factor:

            	
              250

            
	 	 
	
               

              Business
                Days:

            	
               

              New
                York, London

            
	
               

            	 
	
               

              Business
                Day
                Convention:

            	
               

              Following

            
	
               

            	 


    

     

    
      	
              Calculation
                Agent:

            	
              As
                per Master
                Agreement.

            
	
               

            	 


    

    
    

    
       

       

      3.
        Representations:

       

      Each
        party represents to the other party
        that:

       

      (a)
        Non-Reliance. It is acting for its
        own account, and it has made its own independent decisions to enter into
        this
        Transaction and as to whether this Transaction is appropriate or proper for
        it
        based upon its own judgment and upon advice from such advisors as it has
        deemed
        necessary. It is not relying on any communication (written or oral) of the
        other
        party as investment advice or as a recommendation to enter into this
        Transaction; it being understood that information and explanations related
        to
        the terms and conditions of this Transaction shall not be considered investment
        advice or a recommendation to enter into this Transaction. It has not received
        from the other party any assurance or guarantee as to the expected results
        of
        this Transaction.

       

      (b)
        Evaluation and Understanding. It is
        capable of evaluating and understanding (on its own behalf or through
        independent professional advice), and understands and accepts, the terms,
        conditions and risks of this Transaction. It is also capable of assuming,
        and
        assumes, the financial and other risks of this Transaction.

       

      (c)
        Status of Parties. The other party
        is not acting as a fiduciary or an advisor for it in respect of this
        Transaction. The parties further acknowledge that Wells Fargo Bank, N.A.
        acts
        solely in its capacity as Supplemental Interest Trust Trustee and not in
        its
        individual capacity.

       

      (d)
        Risk Management. It has entered into
        this Transaction for the purpose of (i) managing its borrowings or investments,
        (ii) hedging its underlying assets or liabilities or (iii) in connection
        with
        its line of business.



    
      4.
        Account
        Details

    

    


    
      	
              Payments
                to
                Citibank

              in
                USD:

            	
               

              Bank:
                Citibank NA New York

              BIC:
                CITIUS33 (or ABA:
                021000089)

              F/O:
                Citibank New York

              A/C:
                00167679

              Ref:
                NY Swap
                Operations

            
	
               

            	 
	
              Payments
                to
                Counterparty:

            	
              Wells
                Fargo Bank,
                N.A.

              ABA
                #:
                121-000-218

              For
                credit to: SAS
                Clearing

              Acct
                #:
                3970771416

              FFC:
                53164501

            


    

    


    
      	 	
              If
                you have any questions
                regarding this letter agreement, please contact the Swap Operations
                Department at the telephone numbers or the facsimile numbers indicated
                on
                this Confirmation.

            
	 	
              Please
                confirm that the foregoing
                correctly sets forth the terms of our agreement by executing the
                copy of
                this Confirmation enclosed for that purpose and returning it to
                us.

            
	 	
               

            


    

    


    
      	 	
              Very
                truly
                yours,

            
	 	
              Citibank
                N.A., New York

            
	 	 
	 	
              By:______________________

            
	
               

            	 
	
               

            	 


    

    


    
      	 	
              Accepted
                and confirmed
                as

            
	 	
              of
                the Trade
                Date:

            
	 	
               

            
	 	
              Wells
                Fargo Bank, 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-AMC4, Asset-Backed Pass-Through Certificates, Series
                2007-AMC4

            
	 	
               

            
	 	
               

            
	 	
              By:
                ________________________________________

            
	 	
              Authorized
                Signatory

            


    

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              EXHIBIT
                I-AMORTIZATION
                SCHEDULE

              Our
                Reference: 
                M072762

            
	 	 	 
	
               

            	
               

            
	
              
                Calculation
                  Period*
From
                and including

            	
              To
                but excluding

            	
              
                USD
Notional
                Amount

            
	
              Effective
                Date

            	
              25
                Jul 2008

            	
              2,963,482.78

            
	
              25
                Jul 2008

            	
              26
                Aug 2008

            	
              2,848,631.49

            
	
              26
                Aug 2008

            	
              25
                Sep 2008

            	
              2,737,686.02

            
	
              25
                Sep 2008

            	
              27
                Oct 2008

            	
              2,630,204.57

            
	
              27
                Oct 2008

            	
              25
                Nov 2008

            	
              2,526,122.19

            
	
              25
                Nov 2008

            	
              29
                Dec 2008

            	
              2,423,223.32

            
	
              29
                Dec 2008

            	
              26
                Jan 2009

            	
              2,314,614.95

            
	
              26
                Jan 2009

            	
              25
                Feb 2009

            	
              2,184,617.06

            
	
              25
                Feb 2009

            	
              25
                Mar 2009

            	
              2,032,096.43

            
	
              25
                Mar 2009

            	
              27
                Apr 2009

            	
              1,884,043.94

            
	
              27
                Apr 2009

            	
              26
                May 2009

            	
              1,749,171.88

            
	
              26
                May 2009

            	
              25
                Jun 2009

            	
              1,629,813.47

            
	
              25
                Jun 2009

            	
              27
                Jul 2009

            	
              1,532,966.18

            
	
              27
                Jul 2009

            	
              25
                Aug 2009

            	
              1,458,246.86

            
	
              25
                Aug 2009

            	
              25
                Sep 2009

            	
              1,390,769.97

            
	
              25
                Sep 2009

            	
              26
                Oct 2009

            	
              1,325,750.86

            
	
              26
                Oct 2009

            	
              25
                Nov 2009

            	
              1,262,978.94

            
	
              25
                Nov 2009

            	
              29
                Dec 2009

            	
              1,201,176.56

            
	
              29
                Dec 2009

            	
              25
                Jan 2010

            	
              1,138,452.81

            
	
              25
                Jan 2010

            	
              25
                Feb 2010

            	
              1,071,817.97

            
	
              25
                Feb 2010

            	
              25
                Mar 2010

            	
              996,996.40

            
	
              25
                Mar 2010

            	
              26
                Apr 2010

            	
              924,061.23

            
	
              26
                Apr 2010

            	
              25
                May 2010

            	
              924,061.23

            
	
              25
                May 2010

            	
              25
                Jun 2010

            	
              924,061.23

            
	
              25
                Jun 2010

            	
              26
                Jul 2010

            	
              924,061.23

            
	
              26
                Jul 2010

            	
              25
                Aug 2010

            	
              911,863.28

            
	
              25
                Aug 2010

            	
              27
                Sep 2010

            	
              878,182.68

            
	
              27
                Sep 2010

            	
              25
                Oct 2010

            	
              845,810.60

            
	
              25
                Oct 2010

            	
              26
                Nov 2010

            	
              814,695.24

            
	
              26
                Nov 2010

            	
              29
                Dec 2010

            	
              784,784.11

            
	
              29
                Dec 2010

            	
              25
                Jan 2011

            	
              756,028.13

            
	
              25
                Jan 2011

            	
              25
                Feb 2011

            	
              728,380.75

            
	
              25
                Feb 2011

            	
              25
                Mar 2011

            	
              701,797.41

            
	
              25
                Mar 2011

            	
              26
                Apr 2011

            	
              676,235.51

            
	
              26
                Apr 2011

            	
              25
                May 2011

            	
              651,654.25

            
	
              25
                May 2011

            	
              27
                Jun 2011

            	
              628,013.89

            
	
              27
                Jun 2011

            	
              25
                Jul 2011

            	
              605,276.66

            
	
              25
                Jul 2011

            	
              25
                Aug 2011

            	
              583,406.48

            
	
              25
                Aug 2011

            	
              26
                Sep 2011

            	
              562,368.81

            
	
              26
                Sep 2011

            	
              25
                Oct 2011

            	
              542,130.57

            
	
              25
                Oct 2011

            	
              25
                Nov 2011

            	
              522,660.02

            
	
              25
                Nov 2011

            	
              28
                Dec 2011

            	
              503,926.47

            
	
              28
                Dec 2011

            	
              25
                Jan 2012

            	
              485,900.57

            
	
              25
                Jan 2012

            	
              27
                Feb 2012

            	
              468,554.01

            
	
              27
                Feb 2012

            	
              26
                Mar 2012

            	
              451,857.23

            
	
              26
                Mar 2012

            	
              25
                Apr 2012

            	
              435,771.61

            
	
              25
                Apr 2012

            	
              25
                May 2012

            	
              420,261.83

            
	
              25
                May 2012

            	
              25
                Jun 2012

            	
              405,329.99

            
	
              25
                Jun 2012

            	
              Termination
                Date

            	
              390,957.11

            


    

    


    



     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     



     

    SCHEDULE

    


    to
      the

    


    ISDA
      Master Agreement

    


    dated
      as
      of June 29, 2007

    


    between

    


    CITIBANK,
      N.A.,

    a
      national banking association organized under the laws of the United
      States

    ("Party
      A")

    


    and

    


    Wells
      Fargo Bank, 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-AMC4, Asset-Backed Pass-Through Certificates,
      Series 2007-AMC4

    ("Party
      B")

    


    


    Part
      1

    


    Termination
      Provisions

     

    (a)           "Specified
      Entity" means:

    


    (i)           in
      relation to Party A:   not applicable; and

    


    (ii)           in
      relation to Party B:   not applicable.

    


    (b)           "Specified
      Transaction" shall have the meaning specified in Section 14 of this
      Agreement.

    


    (c)           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".

    


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

    


    (e)           The
      "Credit Support Default" provisions of Section 5(a)(iii) will
      apply to Party A and will not apply to Party B except that Section 5(a)(iii)(1)
      will apply to Party B solely in respect of Party B's obligations under Paragraph
      3(b) of the Credit Support Annex.

    


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

    


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

    


    (h)           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), the following provisions apply:

    


    "Specified
      Indebtedness" will have the meaning specified in Section 14 of this
      Agreement except that such term shall not include obligations in respect of
      deposits received in the ordinary course of Party A's banking
      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, the Eligible
      Guarantor.

    


    "Shareholders'
      Equity" means with respect to an entity, at any time, the sum (as shown
      in the most recent annual audited financial statements of such entity) of (i)
      its capital stock (including preferred stock) outstanding, taken at par value,
      (ii) its capital surplus and (iii) its retained earnings, minus (iv) treasury
      stock, each to be determined in accordance with generally accepted accounting
      principles.

    


    (i)           The
      "Bankruptcy" provisions of Section 5(a)(vii) will apply to
      Party A and will apply to Party B except that in respect of 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(i)(C)(vii), and (G) Section 5(a)(vii)(9) shall not
      apply.

    


    (j)           The
      "Merger without Assumption" provisions of Section 5(a)(viii)
      will apply to Party A and will not apply to Party B.

    


    (k)           Notwithstanding
      anything to the contrary in Sections 5(a)(i) and 5(a)(iii) of this Agreement,
      any failure by Party A to comply with or perform any obligation to be complied
      with or performed by Party A under any Credit Support Document shall not be
      an
      Event of Default under Section 5(a)(i) or Section 5(a)(iii) unless (A) a Moody's
      Ratings Event has occurred and is continuing and at least 30 Local Business
      Days
      have elapsed since the last time such Moody's Ratings Event first occurred
      and
      (B) such failure is not remedied on or before the third Local Business Day
      after
      notice of such Ratings Event is received by Party A.

    


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

    


    (l)           The
      "Tax Event" provisions of Section 5(b)(ii) will apply to Party
      A and will apply to Party B, provided that 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)"
      are hereby deleted.

    


    (m)           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.

    


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

    


    (o)           The
      "Automatic Early Termination" provisions of Section 6(a) will
      not apply to Party A and will not apply to Party B;

    


    (p)           For
      the purpose of the "Payments on Early Termination" provisions
      of Section 6(e): Market Quotation and Second Method 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:

    


    
      	
               

            	
              (i)

            	
              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."

    


    
      	
               

            	
              (ii)

            	
              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 the Termination Currency Equivalent of
      the
      amount (whether positive or negative) of any Market Quotation for the relevant
      Terminated Transaction or group of Terminated Transactions that is accepted
      by
      Party B so as to become legally binding,; provided that:

     

    (1)           If,
      on the Early Termination Date, no Market Quotation for the relevant Terminated
      Transaction or group of Terminated Transactions has been accepted by Party
      B 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 Settlement Amount shall equal
      the Termination Currency Equivalent of the amount (whether positive or negative)
      of the lowest of such Market Quotations (for the avoidance of doubt, the lowest
      of such Market Quotations shall be the lowest Market Quotation of such Market
      Quotations expressed as a positive number or, if any of such Market Quotations
      is expressed as a negative number, the Market Quotation expressed as a negative
      number with the largest absolute value); and

     

    (2)           If,
      on the 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 Quotations from Approved Replacements
      have
      been made and remain capable of becoming legally binding upon acceptance, the
      Settlement Amount shall equal Party B's Loss (whether positive or negative
      and
      without reference to any Unpaid Amounts) for the relevant Terminated Transaction
      or group of Terminated Transactions.

     

     

    
      	
               

            	
              (iii)

            	
              If
                Party B, at the written direction of the Depositor, requests Party
                A in
                writing to obtain Market Quotations, Party A shall use its reasonable
                efforts to do so before the Latest Settlement Amount Determination
                Day.

            


    

     

    
      	
               

            	
              (iv)

            	
              Without
                prejudice to Party B's discretion as to the time of obtaining and
                accepting quotations, Party B shall consult with Party A as to the
                day and
                time of obtaining any quotations.

            


    

     

    
      	
               

            	
              (v)

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

            


    

    


    
      	
               

            	
              (vi)

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

            


    

    


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

    


    (q)           "Termination
      Currency" means United States Dollars.

    


    (r)    "Additional
      Termination Events".
 The
      occurrence of any of the following events specified in Part 5(b) shall
      constitute an "Additional Termination
      Event" for purposes of
      Section 5(b)(v), in respect of which Party A shall be the sole Affected
      Party and all Transactions will be Affected Transactions, except as specified
      therein.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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:

    


    None.

    


    (B)           Party
      B makes the following representation:

    


    None.

    


    
      	
               

            	
              (ii)

            	
              Payee
                Representations.   For the purpose of Section 3(f)
                of the Agreement, Party A and Party B make the representations specified
                below, if any:

            


    

    


    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

    


    For
      the
      purpose of Section 4(a) of this Agreement:

    


    I.  Tax
      forms, documents or
      certificates to be delivered are:

    


    
      	
              Party
                required to

              deliver
                document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            
	 	 	 
	
              (i)
                Party A

            	
              A
                correct, complete and duly executed U.S. IRS Form W-9, IRS Form W-8BEN,
                IRS Form W-8ECI, IRS Form W-8EXP and/or IRS Form W-8IMY (or successor
                thereto), that eliminates U.S. federal withholding and backup withholding
                Tax on payments to Party A under this Agreement.

               

            	
              Promptly
                upon execution of this Agreement or thereafter upon previously delivered
                forms becoming obsolete;

            
	
              Party
                B

            	
              Tax
                forms relating to the beneficial owner of payments to Party B under
                this
                Agreement from time to time

            	
              On
                or before the First Distribution Date and thereafter upon previously
                delivered forms becoming obsolete or upon request of
                Party 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)

            
	 	 	 	 
	
              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, and to perform its obligations under the Agreement,
                this
                Confirmation, and any Credit Support Documents to which it is a
                party.

               

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A and

              Party
                B

            	
              Incumbency
                and authority certificate authorizing the officers of the party signing
                the Agreement, this Confirmation, and any relevant Credit Support
                Document, as the case may be

               

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	
              Party
                A

            	
              An
                opinion of counsel to Party A reasonably acceptable to
                Party B

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	 	 	 	 


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Part
      4

    


    Miscellaneous

    


    (a)           Addresses
      for Notices.  For the purpose of Section 12(a) of this
      Agreement:

    


    Address
      for notices or communications to Party A:

     

    
      
        	
                Address:

              	 	
                250
                  West Street

              
	 	 	
                10th
                  Floor

              
	 	 	
                New
                  York, New York  10013

              
	 	 	 
	
                Attention:

              	 	
                Director
                  Derivatives Operations

              
	 	 	 
	
                Facsimile
                  No.:

              	 	
                212
                  723 2956

              
	 	 	 
	
                (For
                  all purposes)  

              
	 	 	 
	
                In
                  addition, in the case of notices or communications relating to
                  Section 5,
                  6, 11 or 13 of this Agreement, a second copy of any such notice
                  or
                  communication shall be addressed to the attention of Party A's
                  legal
                  department as follows:

              
	 	 	 
	
                Address:

              	 	
                Legal
                  Department

              
	 	 	
                77
                  Water Street

              
	 	 	
                9th
                  Floor

              
	 	 	
                New
                  York, New York 10004

              
	 	 	 
	
                Attention:

              	 	
                Department
                  Head

              
	 	 	 
	
                Facsimile
                  No.:

              	 	
                212
                  657 1452

              
	 	 	 
	
                Address
                  for notices or communications to Party B:

              
	 	 	 
	
                Address:

              	 	
                Wells
                  Fargo Bank, N.A.

              
	 	 	
                9062
                  Old Annapolis Road

              
	 	 	
                Columbia,
                  Maryland 21045

              
	 	 	 
	
                Attention:

              	 	
                Client
                  Manager – CMLTI 2007-AMC4

              
	 	 	 
	
                Facsimile
                  No:

              	 	
                (410)
                  715-2380

              
	 	 	 
	
                Telephone
                  No:

              	 	
                (410)
                  884-2000

              


      

       

    

    (b)           Effectiveness
      of Notice.  Section 12(a) is hereby amended by deleting the
      words "facsimile transmission or" in line 3 thereof.

    


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

    


    Party
      A
      appoints as its Process Agent:  Not applicable.

    


    Party
      B
      appoints as its Process Agent:  [Please Provide]

    


    (d)           Offices.  The
      provisions of Section 10(a) will apply to this Agreement.

    


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

    


    Party
      A
      not a Multibranch Party.

    


    Party
      B is not a Multibranch
      Party.

    


    (f)           Calculation
      Agent.  The Calculation Agent will be 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.

    


    (g)           Credit
      Support Document.

    


    With
      respect to Party A:  The 1994 ISDA Credit Support Annex to this
      Schedule, including Paragraph 13 thereof (the Credit Support
      Annex) and any guarantee that is provided to Party B pursuant to Part
      5(b) below.

    


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

     

    (h)           Credit
      Support Provider.  Means (i) in relation to Party A, if a
      guarantee is provided to Party B pursuant to Part 5 (b) below, the guarantor
      providing such guarantee and (ii) in relation to Party B, not
      applicable.

    


    (i)           Governing
      Law. This Agreement including any claim or controversy arising out of
      or relating to this Agreement will be governed by and construed in accordance
      with the laws of the State of New York without regard to the conflict of law
      provisions thereof other than the New York General Obligations Law Sections
      5-1401 and 5-1402.

    


    (j)           Jurisdiction.  Section
      13(b)(i) of the Agreement is hereby amended by (i) deleting in line 2 the word
      "non-" and (ii) deleting the final paragraph thereof.  The following
      shall be added at the end of Section 13(b):  "Nothing in this
      provision shall prohibit a party from bringing an action to enforce a money
      judgment in any other jurisdiction."

    


    (k)           "Affiliate"
      will have the meaning specified in Section 14 of this Agreement except, for
      purposes of Section 3(c) of this Agreement, Party A and Party B shall be
      considered to have no Affiliates.

    


    (l)           Netting
      of Payments.  The parties agree that subparagraph (ii) of
      Section 2(c) will apply to each Transaction hereunder.

    


    (m)           Single
      Agreement. Section 1(c) shall be amended by the addition of the words
      "The Credit Support Annex" after the words "Master Agreement".

    


    (n)           Local
      Business Day.  The definition of Local Business Day in
      Section 14 of this Agreement shall be 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".

    


    (o)           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.

    

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    Part
      5

    


    Other
      Provisions

    


    (a)           No
      Set-Off

    


    
      	
               

            	
              (i)

            	
              All
                payments under this Agreement shall be made without set-off or
                counterclaim, except as expressly provided for in Section 2(c), Section
                6
                or Part 1(p)(vi) or in Section 8 of the Credit Support
                Annex.

            


    

    


    
      	
               

            	
              (ii)

            	
              Section
                6(e) shall be amended by the deletion of 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."

            


    

    


    (b)           Additional
      Termination Events.  The following Additional Termination
      Events will apply:

    


    
      	
              (i)  

            	
              An
                S&P Approved Ratings Downgrade Event has occurred and is continuing
                and 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.

            


    

     

    
      	
              (ii)  

            	
              A
                Moody's First Trigger Ratings Event has occurred and is continuing,
                and
                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.

            


    

     

    
      	
              (iii)  

            	
              (1)
                An S&P Required Ratings Downgrade Event has occurred and is continuing
                and at least 10 Local Business Days have elapsed since such S&P
                Required Ratings Downgrade Event first occurred and 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 or (2) An S&P
                Required Ratings Downgrade Event has occurred and is continuing and
                at
                least 60 calendar days or more have elapsed since such S&P Required
                Ratings Downgrade Event first
                occurred.

            


    

     

    
      	
              (iv)  

            	
              A
                Moody's Second Trigger Ratings Event has occurred and is continuing
                and
                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 (i) 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 and which remains capable of becoming legally binding
                upon acceptance and (ii) 30 Local Business Days or more have elapsed
                since
                such Moody's Second Trigger Rating Event first
                occurred.

            


    

     

    
      	
              (v)  

            	
              Swap
                Disclosure Event. Upon the occurrence of a Swap Disclosure Event (as
                defined in Part 5(q) below) Party A has not, within 10 Business Days
                after
                such Swap Disclosure Event, complied with any of the provisions set
                forth
                in clause (iii) of Party 5(q)
                below.

            


    

     

    
      	
              (vi)  

            	
              Amendment
                of Pooling and Servicing Agreement.  If, without the prior
                written consent of Party A to the extent such consent is required
                under
                the Pooling and Servicing Agreement (such consent not to be unreasonably
                withheld, conditioned or delayed), 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.
                (Any
                payments owed to Party A under Section 6(e) of this Agreement as
                a result
                of such Additional Termination Event shall be made without regard
                to the
                effect of any such amendment, modification or
                supplement).

            


    

     

    
      	
              (vii)  

            	
              Termination
                of the Trust.  The delivery of any irrevocable notice of any
                termination (or the actual termination) of the Trust pursuant to
                Article
                IX of the PSA, provided, however, that notwithstanding Section 6(b)(iv)
                of
                this Agreement, either party may designate an Early Termination Date,
                which shall be the final Distribution Date, in respect of this Additional
                Termination Event.

            


    

     

    (c)           Required
      Ratings Downgrade Event.  So long as either a Moody's Second
      Trigger Rating Event or an S&P 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 from an Eligible
      Guarantor.

    


    (d)           Timing
      of Payments by Party B upon Early
      Termination.  Notwithstanding anything to the contrary in
      Section 6(d)(ii), to the extent that all or a portion (in either case, the
      "Unfunded Amount") of any amount that is calculated as being due in respect
      of
      any Early Termination Date under Section 6(e) from Party B to Party A will
      be
      paid by Party B from amounts other than any upfront payment paid to Party B
      by
      an Eligible Replacement that has entered 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.

    


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

    


    (f)           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.

    


    (g)           Conduct
      of Party B in connection with Replacement Transactions and Permitted
      Transfers. In determining whether or not a Firm Offer satisfies clause
      (b)(ii) of the definition of Replacement Transaction, Party B shall act in
      a
      commercially reasonable manner.

    


    (h)           Limited
      Recourse.  Notwithstanding any other provision of this
      Agreement to the contrary, Party A hereby acknowledges and agrees that all
      of
      Party B's obligations hereunder or in connection herewith will be solely the
      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 Party A
      will
      not have any recourse to any of the directors, officers, incorporators,
      shareholders, partners, agents or Affiliates of Party B or any of their
      successors or assigns with respect to any claims, losses, damages, liabilities,
      indemnities or other obligations in connection with any transactions
      contemplated hereby. The provisions of this paragraph will survive the
      designation of any Early Termination Date and any termination of this
      Agreement.

    


    (i)           Non-petition.  Party
      A agrees not to institute against or join any person in instituting against
      Party B any bankruptcy, reorganization, arrangement, insolvency, moratorium
      or
      liquidation proceeding or other similar proceeding against Party B for any
      reason whatsoever, until the payment in full of all Certificates issued under
      the Pooling and Servicing Agreement and the expiration of a period equal to
      one
      year and one day (or, if longer, the then applicable preference period)
      following all such payments; provided that nothing in this clause shall
      preclude, or be deemed to estop, Party A (i) from taking any action prior to
      the
      expiration of the aforementioned one year and one day period (or, if longer,
      the
      then applicable preference period) in (x) any case or proceeding voluntarily
      filed or commenced by Party B or (y) any involuntary insolvency proceeding
      filed
      or commenced against Party B by a person other than Party A or its Affiliates,
      or (ii) from commencing against Party B or any properties of Party B any legal
      action which is not a bankruptcy, reorganization, arrangement, insolvency,
      moratorium or liquidation proceeding.  The provisions of this
      paragraph will survive the designation of any Early Termination Date and any
      termination of this Agreement. 

    


    (j)           Transfers.  Section
      7 of this Agreement shall be deleted in its entirety.

    


    
      	
               

            	
              (i)

            	
              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
                each Relevant Rating Agency other than Moody's, except that Party
                A may
                (at its own cost):

            


    

    


    
      	
               

            	
              (A)

            	
              transfer
                all or any part of its interest in any amount payable to it if Party
                B is
                a Defaulting Party under Section 6(e);
                or

            


    

    
      	
               

            	
              (B)

            	
              effect
                a Permitted Transfer of all or substantially all its rights and
                obligations with respect to this Agreement to any other entity (a
                "Transferee"):

            


    

     

    
      	 	
              (I)

            	
              at
                any time at which a Moody’s First Trigger Ratings Event, S&P Approved
                Ratings Downgrade Event or S&P Required Ratings Downgrade Event has
                occurred and is continuing,

            


      	
               

            	
              (II)

            	
              pursuant
                to Section 6(b)(ii),

            


    

    
      	
               

            	
              (III)

            	
              pursuant
                to a consolidation or amalgamation with, or merger with or into,
                or
                transfer of all or substantially all its assets to, another entity,
                or

            


    

    
      	
               

            	
              (IV)

            	
              to
                another of its offices or branches at any
                time.

            


    

    


    Following
      such transfer, all references to Party A shall be deemed to be references to
      the
      Transferee.

    


    
      	
               

            	
              (ii)

            	
              If
                an entity has made a Firm Offer to be the transferee of a transfer
                to be
                made in accordance with clause (B) above, Party B shall (at Party
                A's
                cost) at Party A's written request, take any reasonable steps required
                to
                be taken by it to effect such
                transfer.

            


    

    


    (k)           Waiver
      of Right to Trial by Jury.  Each party hereby irrevocably
      waives, to the fullest extent permitted by applicable law, any right it may
      have
      to a trial by jury in respect of any suit, action or proceeding relating to
      this
      Agreement.

    


    (l)           Severability.  In
      the event that any one or more of the provisions contained in this Agreement
      should be held invalid, illegal, or unenforceable in any jurisdiction, the
      validity, legality and enforceability of the remaining provisions contained
      herein shall not in any way be affected or impaired thereby. The parties shall
      endeavor, in good faith negotiations, to replace the invalid, illegal or
      unenforceable provisions with valid provisions, the economic effect of which
      comes as close as possible to that of the invalid, illegal or unenforceable
      provisions.

    


    (m)           Additional
      Representations.  For purposes of Section 3 of this
      Agreement, the following shall be added, immediately following paragraph (f)
      thereof:

    


    
      	
               

            	
              "(g)

            	
              No
                Reliance.  It has made its own independent
                decisions to enter into that Transaction and as to whether that
                Transaction is appropriate or proper for it based upon its own judgment
                and upon advice from such advisors as it has deemed
                necessary.  It is not relying on any communication (written or
                oral) of the other party as investment advice or as a recommendation
                to
                enter into that Transaction; it being understood that information
                and
                explanations related to the terms and conditions of a Transaction
                shall
                not be considered investment advice or a recommendation to enter
                into that
                Transaction.  It has not received from the other party any
                assurance or guarantee as to the expected results of that
                Transaction.

            


    

    


    
      	
               

            	
              (h)

            	
              Evaluation
                and Understanding.  It is capable of
                evaluating and understanding (on its own behalf or through independent
                professional advice), and understands and accepts, the terms, conditions
                and risks of that Transaction.  It is also capable of assuming,
                and assumes, the financial and other risks of that
                Transaction.

            


    

    


    
      	
               

            	
              (i)

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

            


    

    


    
      	
               

            	
              (j)

            	
              Risk
                Management.  Each of Party A and Party B
                represents that this Agreement has been, and each Transaction hereunder
                has been or will be, as the case may be, entered into for the purpose
                of
                managing its borrowings or investments, hedging its underlying assets
                or
                liabilities or in connection with its line of business (including
                financial intermediation services) and not for the purpose of
                speculation.

            


    

    


    
      	
               

            	
              (k)

            	
              Eligible
                Contract Participant.  Each of Party A and Party B
                (a)  represents that it is an "eligible contract participant"
                within the meaning of Section 1(a)(12) of the Commodity Exchange
                Act, as
                amended (the "CEA"), (b) this Agreement and each Transaction is subject
                to
                individual negotiation by each party, and (c) neither this Agreement
                nor
                any Transaction will be executed or traded on a "trading facility"
                within
                the meaning of Section 1a(33) of the
                CEA.

            


    

    


    
      	
               

            	
              (l)

            	
              Financial
                Institution.  Party A represents that it is a
                "financial institution" as defined in the Federal Deposit Insurance
                Corporation Improvement Act of 1991 or Regulation EE promulgated
                by the
                Federal Reserve Board thereunder.

            


    

    


    
      	
               

            	
              (m)

            	
              FDIC
                Representation.  Party A represents to Party B on the
                date on which Party A enters into each Transaction that Party A is
                a
                depository institution subject to the requirements of the Federal
                Deposit
                Insurance Act.  This Agreement (including the Credit Support
                Annex and each Confirmation) has been authorized by all necessary
                corporate action of Party A, the person executing this Agreement
                on behalf
                of Party A is an officer of Party A of the level of vice president
                or
                higher, and this Agreement (including the Credit Support Annex and
                each
                Confirmation) will be maintained by Party A in its official books
                and
                records.

            


    

    


    
      	
               

            	
              (n)

            	
              Capacity.  Party
                A represents to Party B on the date on which Party A enters into
                each
                Transaction 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 in its capacity as the Supplemental Interest
                Trust
                Trustee.

            


    

    


    (n)           Recording
      of Conversations.  Each party hereto consents to the
      recording of its telephone conversations pursuant to this Agreement. To the
      extent that one party records telephone conversations (the "Recording Party")
      and the other party does not (the "Non-Recording Party"), the Recording Party
      shall, in the event of any dispute, make a complete and unedited copy of such
      party's tape of the entire day's conversations with the Non-Recording Party's
      personnel available to the Non-Recording Party. The Recording Party's tapes
      may
      be used by either party in any forum in which a dispute is sought to be resolved
      and the Recording Party will retain tapes for a consistent period of time in
      accordance with the Recording Party's policy unless one party notifies the
      other
      that a particular transaction is under review and warrants further
      retention.

    


    (o)           Limitation
      of Liability.  No party shall be required to pay or be liable
      to the other party for any consequential, indirect or punitive damages,
      opportunity costs or lost profits. It is expressly understood and agreed by
      the
      parties hereto that insofar as this Agreement is executed by Wells Fargo Bank,
      National Association ("Wells Fargo") not in its individual
      capacity, but solely as Supplemental Interest Trust Trustee on behalf of the
      Supplemental Interest Trust created under the Pooling and Servicing Agreement
      in
      the exercise of the powers and authority conferred and invested in it
      thereunder, (i) Wells Fargo has been directed pursuant to the Pooling and
      Servicing Agreement to enter into this Agreement and to perform its obligations
      hereunder; (ii) each of the representations, undertakings and agreements herein
      made on behalf of Party B is made and intended not as personal representations
      of Wells Fargo but is made and intended for the purpose of binding only the
      Supplemental Interest Trust; and (iii) nothing herein shall be construed as
      imposing any liability on Wells Fargo, individually or personally, to perform
      any covenant either express or implied contained herein, all such liability,
      being expressly waived by the parties hereto and by any person claiming by,
      through or under the parties hereto and under no circumstances shall Wells
      Fargo
      in its individual capacity be personally liable for any payment of any
      indebtedness or expenses or be personally liable for the breach or failure
      of
      any obligation, representation, warranty or covenant made or undertaken under
      this Agreement, except as a result of any fraud, willful misconduct or gross
      negligence on its part.

    


    (p)  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.

    


    (q)           Compliance
      with Regulation AB.

    


    
      	
               

            	
              (i)

            	
              Party
                A agrees and acknowledges that Citigroup Mortgage Loan Trust Inc.
                (the
                "Depositor") may be required under Regulation
                AB, as defined in the Pooling and Servicing Agreement, to disclose
                certain
                financial information regarding Party A or its group of affiliated
                entities, if applicable, depending on the aggregate "significance
                percentage" of this Agreement and any other derivative contracts
                between
                Party A or its group of affiliated entities, if applicable, and Party
                B,
                as calculated from time to time in accordance with Item 1115 of Regulation
                AB.

            


    

    


    
      	
               

            	
              (ii)

            	
              It
                shall be a swap disclosure event ("Swap Disclosure
                Event") if, on any Business Day after the date hereof for
                so
                long as the Issuing Entity is required to file periodic reports under
                the
                Exchange Act with respect to the Certificates, Party B or the Depositor
                requests from Party A the applicable financial information described
                in
                Item 1115(b) of Regulation AB (such request to be based on a reasonable
                determination by the Depositor, based on "significance estimates"
                made in
                substantially the same manner as that used in the Sponsor's internal
                risk
                management process in respect of similar instruments and furnished
                by the
                Sponsor to the Depositor, or if the Sponsor does not furnish such
                significance estimates to the Depositor, based on a determination
                of such
                significance estimates by the Depositor in a commercially reasonable
                manner) (the "Swap Financial
                Disclosure").

            


    

    


    
      	
               

            	
              (iii)

            	
              Upon
                the occurrence of a Swap Disclosure Event, Party A, at its own expense,
                shall either (1)(a) either (i) provide to the Depositor the current
                Swap
                Financial Disclosure in an EDGAR-compatible format (for example,
                such
                information may be provided in Microsoft Word® or Microsoft Excel® format
                but not in .pdf format) or (ii) provide written consent to the Depositor
                to incorporation by reference of such current Swap Financial Disclosure
                that are filed with the Securities and Exchange Commission in the
                Exchange
                Act Reports of the Depositor, (b) if applicable, cause its outside
                accounting firm to provide its consent to filing or incorporation
                by
                reference in the Exchange Act Reports of the Depositor of such accounting
                firm's report relating to their audits of such current Swap Financial
                Disclosure, and (c) provide to the Depositor any updated Swap Financial
                Disclosure with respect to Party A or any entity that consolidates
                Party A
                within five days of the release of any such updated Swap Financial
                Disclosure; (2) secure another entity through a Permitted Transfer
                to
                replace Party A as party to this Agreement on terms substantially
                similar
                to this Agreement, which entity (or a guarantor thereto) meets or
                exceeds
                the Approved Rating Thresholds and which entity complies with the
                requirements of Item 1115 of Regulation AB and clause (1) above,
                or (3)
                obtain a guaranty of Party A's obligations under this Agreement from
                an
                affiliate of Party A that complies with the financial information
                disclosure requirements of Item 1115 of Regulation AB, and cause
                such
                affiliate to provide Swap Financial Disclosure and any future Swap
                Financial Disclosure and other information pursuant to clause (1),
                such
                that disclosure provided in respect of such affiliate will satisfy
                any
                disclosure requirements applicable to the Swap
                Provider.

            


    

    


    
      	
               

            	
              (iv)

            	
              Party
                A agrees that, in the event that Party A provides Swap Financial
                Disclosure to the Depositor in accordance with clause (iii)(1) above
                or
                causes its affiliate to provide Swap Financial Disclosure to the
                Depositor
                in accordance with clause (iii)(3) above, it will indemnify and hold
                harmless the Depositor, its respective directors or officers and
                any
                person controlling the Depositor, from and against any and all losses,
                claims, damages and liabilities caused by any untrue statement or
                alleged
                untrue statement of a material fact contained in such Swap Financial
                Disclosure or caused by any omission or alleged omission to state
                in such
                Swap Financial Disclosure a material fact required to be stated therein
                or
                necessary to make the statements therein, in light of the circumstances
                under which they were made, not
                misleading.

            


    

    


    (r)           Amendments.
      In addition to the requirements of Section 9, this Agreement will not be amended
      unless Party B shall have obtained satisfaction of the Rating Agency Condition
      with respect to S&P.

    


    (s)           Additional
      Definitions.

    


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

    


    "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 other than a
      Termination Event occurring under Section 5(b)(i) or Section 5(b)(ii), 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 an Eligible Guarantor as
      principal debtor rather than surety and that is directly enforceable by Party
      B
      the form and substance of which guarantee are subject to the Rating Agency
      Condition with respect to each Rating Agency other than Moody's, and either
      (A)
      a law firm has given a legal opinion confirming that none of the guarantor's
      payments to Party B under such guarantee will be subject to Tax collected by
      withholding or (B) such guarantee provides that, in the event that any of such
      guarantor's payments to Party B are subject to Tax collected by withholding,
      such guarantor is required to pay such additional amount as is necessary to
      ensure that the net amount actually received by Party B (free and clear of
      any
      Tax collected by withholding) will equal the full amount Party B would have
      received had no such withholding been required 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
      Guarantor" means an entity that (A) has credit ratings at
      least equal to the Replacement Ratings Threshold.

    


    "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) that has credit ratings at least equal
      to
      the Replacement Ratings Threshold or the present and future obligations (for
      the
      avoidance of doubt, not limited to payment obligations) of such entity to Party
      B under this Agreement are guaranteed pursuant to an Eligible Guarantee provided
      by an Eligible Guarantor.

    


    "Firm
      Offer" means an offer that will become legally binding
      upon acceptance.

    


    "Moody's"
      means Moody's Investors Service, Inc., or any successor thereto.

    


    "Moody's
      First Trigger Ratings Event" means that no Relevant
      Entity has credit ratings from Moody's at least equal to the Moody's First
      Trigger Rating Threshold.

    


    "Moody's
      First Trigger Ratings Threshold" means, with respect to
      Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement,
      (i) if such entity has both a long-term unsecured and unsubordinated debt rating
      or counterparty rating from Moody's and 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 has only a long-term unsecured and unsubordinated debt
      rating or counterparty rating from Moody's, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody's of
      "A1".

    


    "Moody's
      Second Trigger Ratings Event" means that no Relevant
      Entity has credit ratings from Moody's at least equal to the Moody's Second
      Trigger Ratings Threshold.

    


    "Moody's
      Second Trigger Ratings Threshold" means, with respect to
      Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement,
      (i) if such entity has both a long-term unsecured and unsubordinated debt rating
      or counterparty rating from Moody's and 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 "P-2",
      or
      (ii) if such entity has only a long-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
      "A3.

    


    "Permitted
      Transfer" means a transfer by novation by Party A to a
      transferee (the "Transferee") of all, but not less than all, of Party A's
      rights, liabilities, duties and obligations under this Agreement, with respect
      to which transfer each of the following conditions is satisfied:  (a)
      the Transferee is an Eligible Replacement (b) Party A and the Transferee are
      both "dealers in notional principal contracts" within the meaning of Treasury
      regulations section 1.1001-4 (c) as of the date of such transfer the Transferee
      would not be required to withhold or deduct on account of Tax from any payments
      under this Agreement or would be required to gross up for such Tax under Section
      2(d)(i)(4), (d) an Event of Default or Termination Event would not occur as
      a
      result of such transfer, (e) pursuant to a written instrument (the "Transfer
      Agreement"), the Transferee acquires and assumes all rights and obligations
      of
      Party A under the Agreement and the relevant Transaction, (f) Party B shall
      have
      determined, in its sole discretion, acting in a commercially reasonable manner,
      that such Transfer Agreement is effective to transfer to the Transferee all,
      but
      not less than all, of Party A's rights and obligations under the Agreement
      and
      all relevant Transactions, (g) Party A will be responsible for any costs or
      expenses incurred in connection with such transfer (including any replacement
      cost of entering into a replacement transaction); (h) either (A) Moody's has
      been given prior written notice of such transfer and the Rating Agency Condition
      is satisfied with respect to S&P or (B) each Rating Agency has been given
      prior written notice of such transfer and such transfer is in connection with
      the assignment and assumption of this Agreement without modification of its
      terms, other than party names, dates relevant to the effective date of such
      transfer, tax representations (provided that the representations in Part 2(a)(i)
      are not modified) and any other representations regarding the status of the
      substitute counterparty, notice information and account details; and (i) such
      transfer otherwise complies with the terms of the Pooling and Servicing
      Agreement.

    


     "Rating
      Agency Condition" means, with respect to any particular
      proposed act or omission to act hereunder and each 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 Swap Rating Agencies
      and receive from each such Rating Agency a prior written confirmation that
      the
      proposed action or inaction would not cause a downgrade or withdrawal of the
      then-current rating of any Certificates or Notes.

    


    "Relevant
      Entity" means Party A and, to the extent applicable, a
      guarantor under an Eligible Guarantee.

    


    "Replacement
      Ratings Threshold" means each of the S&P Required
      Ratings Threshold and the Moody's Second Trigger Ratings Threshold.

    


    "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(c), notice information and account details, save for the
      exclusion of provisions relating to Transactions that are not Terminated
      Transactions, or (b) (i) would have the effect of preserving for Party B the
      economic equivalent of any payment or delivery (whether the underlying
      obligation was absolute or contingent and assuming the satisfaction of each
      applicable condition precedent) 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 (ii) 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, acting in a commercially reasonable manner.

    


    "Required
      Ratings Downgrade Event" means either a Moody's Second
      Trigger Ratings Event or an S&P Required Ratings Downgrade Event has
      occurred.

    


    "Required
      Ratings Threshold" means each of the S&P Required
      Ratings Threshold and the Moody's Second Trigger Ratings Threshold.

    


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

    


    "S&P
      Approved Ratings Downgrade Event" means, with respect to
      any Relevant Entities that are Financial Institutions, no such Relevant Entity
      meets the S&P Approved Ratings Threshold.

    


    "S&P
      Approved Ratings Threshold" means, with respect to a
      Relevant 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 from S&P of "A+".

    


    "S&P
      Required Ratings Downgrade Event" means no Relevant
      Entity meets the S&P Required Ratings Threshold.

    


    "S&P
      Required Ratings Threshold" means, (a) with respect to a
      Relevant Entity that is a Financial Institution,  a short-term
      unsecured and unsubordinated debt rating from S&P of at least "A-2" or, if
      the entity does not have a short-term unsecured rating from S&P, a long-term
      unsecured and unsubordinated debt rating from S&P of at
      least  "BBB+", (b) with respect to a Relevant Entity that is not a
      Financial Institution,  a short-term unsecured and unsubordinated debt
      rating from S&P of at least "A-1" or, if the entity does not have a
      short-term unsecured rating from S&P, a long-term unsecured and
      unsubordinated debt rating from S&P of at
      least  "A+".

    


    "Rating
      Agencies" means, with respect to any date of determination, each
      of S&P or Moody's, to the extent that each such rating agency is then
      providing a rating for any of the Citigroup Mortgage Loan Trust 2007-AMC4,
      Asset-Backed Pass-Through Certificates, Series 2007-AMC4 (the
      "Certificates") or any notes backed by any of the Certificates
      (the "Notes").

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF the parties have executed this document on the respective dates
      specified below with effect from the date specified on the first page of this
      document.

    


    


    
      	CITIBANK,
              N.A.	 	Wells
              Fargo Bank, 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-AMC4, Asset-Backed Pass-Through
              Certificates, Series 2007-AMC4
	 	 	 	 	 
	By: 	 	 	By: 	
                

            


    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     


    Paragraph
      13. Elections and Variables

    


    (a)           Security
      Interest for "Obligations".  The term
      "Obligations" shall have the meaning set forth in Paragraph 12.

    


    (b)           Credit
      Support Obligations.

    


    (i)    
      Delivery
      Amount, Return Amount and Credit Support Amount; Addition to Paragraph
      3.

    


    
      	
               

            	
              (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 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;
                and

            


    

    


    
      	
               

            	
              (2)

            	
              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

            


    

    


    
      	
               

            	
              (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 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;
                and

            


    

    


    
      	
               

            	
              (2)

            	
              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

            


    

    


    
      	
               

            	
              (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)

            	
              Paragraph
                4(b) is hereby amended by the insertion of the words "(i) in respect
                of a
                Transfer pursuant to Paragraph 3(b)," immediately prior to the words
                "if a
                demand for" and the insertion of the words "; and (ii) in respect
                of a
                Transfer pursuant to Paragraph 3(a), the relevant Transfer will be
                made
                not later than the close of business on the Local Business Day following
                the Valuation Date" immediately prior to the
                period.

            


    

    


    
      	
               

            	
              (D)

            	
              The
                term "Credit Support Amount" shall not
                apply.

            


      	 	 	 


      	 	
              (E)

            	
              Moody's
                Credit Support Amount means, for any Valuation
                Date:

            


    

     

    
      	
              (i)  

            	
              if
                the Moody's Threshold for such Valuation Date is zero and either
                (a) a
                Moody's Second Trigger Ratings Event is not continuing or (b) a Moody's
                Second Trigger Ratings Event is continuing but less than 30 Local
                Business
                Days have elapsed since such Moody's Second Trigger Ratings Event
                first
                occurred, an amount in USD equal to the greater of (1) the sum of
                (a) the
                Secured Party's Exposure and (b) the aggregate of First Trigger Collateral
                Amounts (as defined below) for all Transactions hereunder and (2)
                zero;

            


      	 	 


      	
              (ii)  

            	
              so
                long as a Moody's Second Trigger Ratings Event has occurred and is
                continuing and 30 or more Local Business Days have elapsed since
                such
                Moody's Second Trigger Ratings Event first occurred, an amount in
                USD
                equal to the greatest of (1) the sum of (a) the Secured Party's Exposure
                and (b) the aggregate of Second Trigger Collateral Amounts (as defined
                below) for all Transactions hereunder, (2) an aggregate amount equal
                to
                the sum of the Floating Amount payable by Party A pursuant to each
                Transaction hereunder in respect of the first Floating Rate Payer
                Payment
                Date scheduled to occur on or after such Valuation Date and (3) zero;
                or

            


    

    


    
      	
              (iii)  

            	
              if
                the Moody's Threshold for such Valuation Date is infinity,
                zero.

            


    

    


    (F)           S&P
      Credit Support Amount means, for any Valuation Date:

    


    
      	
               

            	
              (i)

            	
              if
                the S&P Threshold for such Valuation Date is zero and either (i) an
                S&P Required Ratings Downgrade Event is not continuing or (ii) an
                S&P Required Ratings Downgrade Event is continuing but such S&P
                Required Ratings Downgrade Event was not continuing when this Annex
                was
                executed and less than 10 Local Business Days have elapsed since
                such
                S&P Required Ratings Downgrade Event first occurred, an amount equal
                to the Secured Party's Exposure;

            


    

    


    
      	
               

            	
              (ii)

            	
              if
                the S&P Threshold for such Valuation Date is zero and
                either  (i) an S&P Required Ratings Downgrade Event has
                occurred and is continuing and (ii) either such S&P Required Ratings
                Downgrade Event was continuing when this Annex was executed or 10
                or more
                Local Business Days have elapsed since such S&P Required Ratings
                Downgrade Event first occurred, an amount equal to 125% of the Secured
                Party's Exposure; or

            


    

    


    
      	
               

            	
              (iii)

            	
              if
                the S&P Threshold is infinity,
                zero.

            


    

    


    
      	
               

            	
              (G)

            	
              Reserved.

            


    

    


    (H)           Certain
      definitions:

    


    First
      Trigger Collateral Amount means, in respect of each Transaction
      hereunder on any date, an amount in USD equal to the Notional Amount of such
      Transaction on such date multiplied by the Applicable Percentage set forth
      in
      the table in Exhibit A hereto.

    


    Moody's
      Value means, on any date and with respect to any Eligible Collateral,
      the bid price obtained by the Valuation Agent, the multiplied by the applicable
      Moody's Valuation Percentage.

    


    S&P
      Value  means, on any date and with respect to any Eligible
      Collateral other than cash, the bid price obtained by the Valuation Agent,
      or in
      the case of Cash the amount thereof, multiplied by the applicable S&P
      Valuation Percentage.

    


    Second
      Trigger Collateral Amount means, in respect of each Transaction
      hereunder on any date, an amount in USD equal to the Notional Amount of such
      Transaction on such date multiplied by the Applicable Percentage set forth
      in
      the applicable table in Exhibit B hereto.

    


    
      	
               

            	
              (ii)

            	
              Eligible
                Collateral.  On any date, the following items will
                qualify as "Eligible
                Collateral" for  Party A (all Eligible
                Collateral to be denominated in
                USD):

            


    

    


    (A)           Valuation
      Percentage S&P

    


    
      	 	
              S&P
                Approved Ratings Downgrade Event

            	
              S&P
                Required Ratings Downgrade Event

            
	
              (i)           
                Cash

            	
              100%

            	
              80%

            
	 	 	 
	
              (ii)    Coupon-bearing
                negotiable debt obligations issued after 18 July 1984 by the U.S.
                Treasury
                Department having a residual maturity on such date of less than 5
                years

            	
              98%

            	
              78.4%

            
	 	 	 
	
              (iii)    Coupon-bearing
                negotiable debt obligations issued after 18 July 1984 by the U.S.
                Treasury
                Department having a residual maturity on such date equal to or greater
                than 5 years but less than or equal to 10 years

            	
              92.6%

            	
              74.1%

            


    

    


    S&P
      Valuation Percentage means, with respect to a Valuation Date and each
      instrument in the above table (i) so long as the S&P Threshold for such
      Valuation Date is zero and either (A) an S&P Required Ratings Downgrade
      Event is not continuing or (B) an S&P Required Ratings Downgrade Event is
      continuing but less than 10 Local Business Days have elapsed since such S&P
      Required Ratings Downgrade Event first occurred, the corresponding percentage
      for such instrument in the column headed "S&P Approved Ratings Downgrade
      Event" or (ii) so long as the S&P Threshold for such Valuation Date is zero
      (A) an S&P Required Ratings Downgrade Event has occurred and is continuing
      and (B) at least 10 Local Business Days have elapsed since such S&P Required
      Ratings Downgrade Event first occurred, the corresponding percentage in the
      column headed "S&P Required Ratings Downgrade Event."

    


    (B)           Valuation
      Percentage Moody's

    


    
      	
              INTRUMENT

            	
              Moody's
                First Trigger Ratings Event

            	
              Moody's
                Second Trigger Ratings Event

            
	
              U.S.
                Dollar Cash

            	
              100%

            	
              100%

            
	
              Fixed-Rate
                Negotiable treasury Debt Issued by the U.S. Treasury Department with
                Remaining Maturity

            
	
              <1
                Year

            	
              100%

            	
              100%

            
	
              1
                to 2 years

            	
              100%

            	
              99%

            
	
              2
                to 3 years

            	
              100%

            	
              98%

            
	
              3
                to 5 years

            	
              100%

            	
              97%

            
	
              5
                to 7 years

            	
              100%

            	
              96%

            
	
              7
                to 10 years

            	
              100%

            	
              94%

            
	
              Floating-Rate
                Negotiable treasury Debt Issued by the U.S. Treasury
                Department

            
	
              All
                Maturities

            	
              100%

            	
              99%

            


    

    


    Moody's
      Valuation Percentage means, with respect to a Valuation Date and each
      instrument in the above table (i) so long as the Moody's Threshold for such
      Valuation Date is zero and either (A) a Moody's Second Trigger Ratings Event
      is
      not continuing or (B) a Moody's Second Trigger Ratings Event is continuing
      but
      less than 30 Local Business Days have elapsed since such Moody's Second Trigger
      Ratings Event first occurred, the corresponding percentage for such instrument
      in the column headed "Moody's First Trigger Ratings Event" or (ii) so long
      as
      (A) a Moody's Second Trigger Ratings Event has occurred and is continuing and
      (B) at least 30 Local Business Days have elapsed since such Moody's Second
      Trigger Ratings Event first occurred, the corresponding percentage in the column
      headed "Moody's Second Trigger Ratings Event."

    


    (iii)           Other
      Eligible Support.  There shall be no "Other Eligible Support"
      for either party for purposes of this Annex.

    


    (iv)           Thresholds.

     

    
      	
               

            	
              (A)
                "Moody's Threshold"  means,
                with respect to Party A and any Valuation Date, if a Moody's First
                Trigger
                Ratings Event has occurred and is continuing and such Moody’s First
                Trigger Ratings Event has been continuing for at least 30 Local Business
                Days or since this Annex was executed, zero; otherwise,
                infinity.

            


    

     

    
      	
               

            	
              "S&P
                Threshold" means, with respect to Party A and any Valuation Date,
                if (i) an S&P Approved Ratings Downgrade Event has occurred and is
                continuing and such S&P Approved Ratings Downgrade Event has been
                continuing for at least 10 Local Business Days or since this Annex
                was
                executed, or (ii) if an S&P Required Ratings Downgrade Event has
                occurred and is continuing and such S&P Required Ratings Downgrade
                Event has been continuing for at least 10 Local Business Days or
                since
                this Annex was executed, zero; otherwise,
                infinity.

            


    

     

    (B)
      "Minimum Transfer Amount" means USD 100,000 with respect to
      Party A and Party B;  provided, however, that if the aggregate
      Certificate Principal Balance and Note Principal Balance of Certificates and
      Notes rated by S&P ceases to be more than USD 50,000,000, the
"Minimum Transfer Amount" shall be
      USD 50,0000.

    


    (C)
      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.  Calculations by Party A will be made
      by reference tocommonly accepted market sources.

    


    (ii)
      "Valuation Date" means the last Local Business Day of each
      calendar week.

    


    (iii) "Valuation
      Time" means, with respect to the determination of Exposure, Value of
      Eligible Credit Support and Posted Credit Support, the close of business on
      the
      Local Business Day immediately before 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.

    


    (iv)
      "Notification
      Time" means 10:00 a.m., New York time on a Valuation Date; provided,
      however, that, notwithstanding Paragraph 4(b), with regard to Transfers of
      Eligible Credit Support or Posted Credit Support in the form of Cash, if a
      request for Transfer is made by the Notification Time, then the relevant
      Transfer shall be made not later than the close of business on the day on which
      such request is received, or, if such day is not a Local Business Day or, if
      such request is received after the Notification Time, not later than the close
      of business on the next Local Business Day.  Notwithstanding anything
      herein to the contrary, with regard to Transfers of Independent Amounts, the
      relevant Transfer shall be made by the close of business on the second Local
      Business Day following the Trade Date of the applicable
      Transaction.

    


    (d)           Conditions
      Precedent and Secured Party's Rights and
      Remedies.  There shall be no "Specified Condition" with
      respect to Party A or Party B.

    


    (e)           Substitution.

    


    (i) "Substitution
      Date" has the meaning specified in Paragraph 4(d)(ii).

    


    (f)           Dispute
      Resolution.

    


    (i)
      "Resolution Time"
      means 1:00 p.m., New York time, on the Local Business Day following the date
      on
      which notice is given that gives rise to a dispute under Paragraph
      5.

    


    (ii)
      Value.  For the purpose of Paragraphs 5(i)(C) and
      5(ii), Party A will determine the Value of Eligible Credit Support or Posted
      Credit Support consisting of securities based upon the bid price quotations
      of
      any generally recognized dealer (which may include an affiliate of Party A),
      and
      adding thereto any interest accrued but not paid to any person with respect to
      such securities through the day on which the determination is made and
      multiplying the sum by the applicable Valuation Percentage, if any.

    


    (iii)
      Alternative.  The provisions of Paragraph 5 will
      apply, provided, however, that in the event of a dispute regarding the Value
      of
      securities which constitute  Eligible Credit Support or Posted Credit
      Support, Party B may submit mid market quotations from two other recognized
      dealers in which case the Value of such securities shall be the mean of the
      two
      quotations submitted by Party B.

    


    (g)           Holding
      and Using Posted Collateral.

    


    (i)  Eligibility
      to
      Hold Posted Collateral; Custodians.  The Supplemental
      Interest Trust Trustee will be entitled to hold Posted Collateral pursuant
      to
      Paragraph 6(b), such Posted Collateral to be held in a segregated account.
      If at
      any time the Supplemental Interest Trust Trustee does not have a short-term
      unsecured and unsubordinated debt rating of "A-1" from S&P, the Trustee
      shall, within 60 calendar days of such rating downgrade, be replaced as
      custodian by an entity with a short-term unsecured and unsubordinated debt
      rating of "A-1" from S&P.

    


    (ii)  Use
      of Posted
      Collateral.  The provisions of Paragraph 6(c) will not apply
      to Party B; 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 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
      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 investment shall be 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.  If no investment direction is received, the Posted Collateral in
      the form of Cash shall be held uninvested.

    


    (ii)           Transfer
      of Interest Amount.  Transfers of the Interest Amount will be
      made in arrears on the last Local Business Day of each calendar
      month,  provided that Party B shall not be obliged to so
      transfer any Interest Amount unless and until it has earned and received such
      interest

    


    (iii)           Alternative
      to Interest Amount.  The provisions of Paragraph 6(d)(ii)
      will apply, provided, however, that the Interest Amount will compound
      daily.

    


    (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
      Representations.

    


    Party
      A
      represents to Party B (which representation will be deemed to be repeated
      as of each date on which it, as the Pledgor, Transfers Eligible Collateral)
      that:

    


    (i)
      no consent, approval or other
      authorization of any governmental authority is required in connection with
      the
      Transfer of Eligible Collateral hereunder.

    


    (ii)
      Its assets exceed its
      liabilities.

    


    (j)           Other
      Eligible Support and Other Posted Support.

    


    (i)           "Value"
      with respect to Other Eligible Support and Other Posted Support shall not be
      applicable.

    


    (ii)           "Transfer"
      with respect to Other Eligible Support and Other Posted Support shall not be
      applicable.

    


    (k)           Demands
      and Notices.

    


    All
      demands, specifications and notices under this Annex will be made pursuant
      to
      the Notices Section of this Annex, provided, that the address for Party A for
      such purposes shall be:

     

    Citibank
      N.A.

    Collateral
      Management Group

    333
      West
      34th Street,
      2nd
      FL

    New
      York,
      NY  10001

    Telephone
      no. (212) 615-8406

    Facsimile
      no. (212) 994-0727;

    


    and
      the
      address for Party B for such purposes shall be as set forth in the Schedule
      to
      the Master Agreement.

    


    (l)           Other
      Provisions.

    


    (i)           Actions
      Hereunder.  Either party may take any actions hereunder,
      including liquidation rights, through its Custodian, and, in the case of Party
      A, through Salomon Smith Barney Inc. or any successor, as agent for Party
      A.

    


    (ii)             Events
      of Default.  Paragraph 7 shall be deleted and replaced in its
      entirety by the following paragraph:

    


    "For
      the purposes of Section
      5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect
      to a
      party if that party fails (or fails to cause its Custodian) to make, when due,
      any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount,
      as applicable, required to be made by it and that failure continues for one
      Local Business Day after the notice of that failure is given to that party,
      except that (A) if such failure would constitute an Additional Termination
      Event
      under another provision of this Agreement and (B) no more than 30 Local Business
      Days have elapsed since the last time that Party A satisfied the Moody's Second
      Trigger Ratings Threshold, then such failure shall be an Additional Termination
      Event and not an Event of Default".

    


    (iiii)           Agreement
      as to Single Secured
      Party and Pledgor

    


    Party
      A and Party B agree that,
      notwithstanding anything to the contrary in the recital to this Annex, Paragraph
      1(b), Paragraph 2 or the definitions in Paragraph 12, (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 acknowledgment in the final sentence of Paragraph 8(a) and
      the
      representations in Paragraph 9 and (d) only Party A will be required to make
      Transfers of Eligible Credit Support hereunder.

    


    (iv)           Expenses.

    


    Notwithstanding
      Paragraph 10(a), the Pledgor will be responsible for, and will reimburse the
      Secured Party for, all costs involved in the Transfer maintenance of Eligible
      Collateral from the Pledgor to the Secured Party (or any agent or custodian
      for
      safekeeping of the Secured Party) or from the Secured Party (or any agent or
      custodian for safekeeping of the Secured Party ) to the Pledgor pursuant to
      paragraph 4(d).


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, the parties hereto
      have executed this Annex as of the date first above written.

    


     

    
      
        	
                Citibank,
                  N.A.

              	 	
                Wells
                  Fargo Bank, 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-AMC4, Asset-Backed Pass-Through
                  Certificates, Series 2007-AMC4,

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	
                Name:

              	 	 	
                Name:

              	 
	
                Title:

              	 	 	
                Title:

              	 


      

    

    
 

    EXHIBIT
      A

    


    FIRST
      TRIGGER COLLATERAL AMOUNT APPLICABLE PERCENTAGES

    


    Note:
      Please delete weekly columns

    


    
      	
              Weighted
                Average Life of Hedge in Years

            	
              Interest
                Rate Hedges

            	
              Currency
                Hedges

            
	
              Valuation
                Dates:

            
	
              Daily

            	
              Weekly

            	
              Daily

            	
              Weekly

            
	
              Less
                than 1 year

            	
              0.15%

            	
              0.25%

            	
              1.10%

            	
              2.20%

            
	
              Equal
                to or greater than 1 year but less than 2 years

            	
              0.30%

            	
              0.50%

            	
              1.20%

            	
              2.40%

            
	
              Equal
                to or greater than 2 years but less than 3 years

            	
              0.40%

            	
              0.70%

            	
              1.30%

            	
              2.60%

            
	
              Equal
                to or greater than 3 years but less than 4 years

            	
              0.60%

            	
              1.00%

            	
              1.40%

            	
              2.80%

            
	
              Equal
                to or greater than 4 years but less than 5 years

            	
              0.70%

            	
              1.20%

            	
              1.50%

            	
              2.90%

            
	
              Equal
                to or greater than 5 years but less than 6 years

            	
              0.80%

            	
              1.40%

            	
              1.60%

            	
              3.10%

            
	
              Equal
                to or greater than 6 years but less than 7 years

            	
              1.00%

            	
              1.60%

            	
              1.60%

            	
              3.30%

            
	
              Equal
                to or greater than 7 years but less than 8 years

            	
              1.10%

            	
              1.80%

            	
              1.70%

            	
              3.40%

            
	
              Equal
                to or greater than 8 years but less than 9 years

            	
              1.20%

            	
              2.00%

            	
              1.80%

            	
              3.60%

            
	
              Equal
                to or greater than 9 years but less than 10 years

            	
              1.30%

            	
              2.20%

            	
              1.90%

            	
              3.80%

            
	
              Equal
                to or greater than 10 years but less than 11 years

            	
              1.40%

            	
              2.30%

            	
              1.90%

            	
              3.90%

            
	
              Equal
                to or greater than 11 years but less than 12 years

            	
              1.50%

            	
              2.50%

            	
              2.00%

            	
              4.00%

            
	
              Equal
                to or greater than 12 years but less than 13 years

            	
              1.60%

            	
              2.70%

            	
              2.10%

            	
              4.10%

            
	
              Equal
                to or greater than 13 years but less than 14 years

            	
              1.70%

            	
              2.80%

            	
              2.10%

            	
              4.30%

            
	
              Equal
                to or greater than 14 years but less than 15 years

            	
              1.80%

            	
              3.00%

            	
              2.20%

            	
              4.40%

            
	
              Equal
                to or greater than 15 years but less than 16 years

            	
              1.90%

            	
              3.20%

            	
              2.30%

            	
              4.50%

            
	
              Equal
                to or greater than 16 years but less than 17 years

            	
              2.00%

            	
              3.30%

            	
              2.30%

            	
              4.60%

            
	
              Equal
                to or greater than 17 years but less than 18 years

            	
              2.00%

            	
              3.50%

            	
              2.40%

            	
              4.80%

            
	
              Equal
                to or greater than 18 years but less than 19 years

            	
              2.00%

            	
              3.60%

            	
              2.40%

            	
              4.90%

            
	
              Equal
                to or greater than 19 years but less than 20 years

            	
              2.00%

            	
              3.70%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to or greater than 20 years but less than 21 years

            	
              2.00%

            	
              3.90%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to or greater than 21 years but less than 22 years

            	
              2.00%

            	
              4.00%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to or greater than 22 years but less than 23 years

            	
              2.00%

            	
              4.00%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to or greater than 23 years but less than 24 years

            	
              2.00%

            	
              4.00%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to or greater than 24 years but less than 25 years

            	
              2.00%

            	
              4.00%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to or greater than 25 years but less than 26 years

            	
              2.00%

            	
              4.00%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to or greater than 26 years but less than 27 years

            	
              2.00%

            	
              4.00%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to or greater than 27 years but less than 28 years

            	
              2.00%

            	
              4.00%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to or greater than 28 years but less than 29 years

            	
              2.00%

            	
              4.00%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to or greater than 29 years but less than 30 years

            	
              2.00%

            	
              4.00%

            	
              2.50%

            	
              5.00%

            
	
              Equal
                to 30 years

            	
              2.00%

            	
              4.00%

            	
              2.50%

            	
              5.00%

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    SECOND
      TRIGGER COLLATERAL AMOUNT APPLICABLE PERCENTAGES

    Note
      – delete all weekly columns

    


    For
      Transactions that are not Transaction-Specific Hedges.

    


    "Transaction-Specific
      Hedge" means any
      Transaction that is a cap, floor or swaption, or a Transaction in respect of
      which  (x) the notional amount of the swap is "balance guaranteed" or
      (y) the notional amount of the swap for any Calculation Period otherwise is
      not
      a specific dollar amount that is fixed at the inception of the
      Transaction.

    


    
      	
              Weighted
                Average Life of Hedge in Years

            	
              Interest
                Rate Swaps

            	
              Currency
                Swaps

            
	
              Valuation
                Dates:

            
	
              Daily

            	
              Weekly

            	
              Daily

            	
              Weekly

            
	
              Less
                than 1 year

            	
              0.50%

            	
              0.60%

            	
              6.10%

            	
              7.25%

            
	
              Equal
                to or greater than 1 year but less than 2 years

            	
              1.00%

            	
              1.20%

            	
              6.30%

            	
              7.50%

            
	
              Equal
                to or greater than 2 years but less than 3 years

            	
              1.50%

            	
              1.70%

            	
              6.40%

            	
              7.70%

            
	
              Equal
                to or greater than 3 years but less than 4 years

            	
              1.90%

            	
              2.30%

            	
              6.60%

            	
              8.00%

            
	
              Equal
                to or greater than 4 years but less than 5 years

            	
              2.40%

            	
              2.80%

            	
              6.70%

            	
              8.20%

            
	
              Equal
                to or greater than 5 years but less than 6 years

            	
              2.80%

            	
              3.30%

            	
              6.80%

            	
              8.40%

            
	
              Equal
                to or greater than 6 years but less than 7 years

            	
              3.20%

            	
              3.80%

            	
              7.00%

            	
              8.60%

            
	
              Equal
                to or greater than 7 years but less than 8 years

            	
              3.60%

            	
              4.30%

            	
              7.10%

            	
              8.80%

            
	
              Equal
                to or greater than 8 years but less than 9 years

            	
              4.00%

            	
              4.80%

            	
              7.20%

            	
              9.00%

            
	
              Equal
                to or greater than 9 years but less than 10 years

            	
              4.40%

            	
              5.30%

            	
              7.30%

            	
              9.20%

            
	
              Equal
                to or greater than 10 years but less than 11 years

            	
              4.70%

            	
              5.60%

            	
              7.40%

            	
              9.30%

            
	
              Equal
                to or greater than 11 years but less than 12 years

            	
              5.00%

            	
              6.00%

            	
              7.50%

            	
              9.50%

            
	
              Equal
                to or greater than 12 years but less than 13 years

            	
              5.40%

            	
              6.40%

            	
              7.60%

            	
              9.70%

            
	
              Equal
                to or greater than 13 years but less than 14 years

            	
              5.70%

            	
              6.80%

            	
              7.70%

            	
              9.80%

            
	
              Equal
                to or greater than 14 years but less than 15 years

            	
              6.00%

            	
              7.20%

            	
              7.80%

            	
              10.00%

            
	
              Equal
                to or greater than 15 years but less than 16 years

            	
              6.30%

            	
              7.60%

            	
              7.90%

            	
              10.00%

            
	
              Equal
                to or greater than 16 years but less than 17 years

            	
              6.60%

            	
              7.90%

            	
              8.00%

            	
              10.00%

            
	
              Equal
                to or greater than 17 years but less than 18 years

            	
              6.90%

            	
              8.30%

            	
              8.10%

            	
              10.00%

            
	
              Equal
                to or greater than 18 years but less than 19 years

            	
              7.20%

            	
              8.60%

            	
              8.20%

            	
              10.00%

            
	
              Equal
                to or greater than 19 years but less than 20 years

            	
              7.50%

            	
              9.00%

            	
              8.20%

            	
              10.00%

            
	
              Equal
                to or greater than 20 years but less than 21 years

            	
              7.80%

            	
              9.00%

            	
              8.30%

            	
              10.00%

            
	
              Equal
                to or greater than 21 years but less than 22 years

            	
              8.00%

            	
              9.00%

            	
              8.40%

            	
              10.00%

            
	
              Equal
                to or greater than 22 years but less than 23 years

            	
              8.00%

            	
              9.00%

            	
              8.50%

            	
              10.00%

            
	
              Equal
                to or greater than 23 years but less than 24 years

            	
              8.00%

            	
              9.00%

            	
              8.60%

            	
              10.00%

            
	
              Equal
                to or greater than 24 years but less than 25 years

            	
              8.00%

            	
              9.00%

            	
              8.60%

            	
              10.00%

            
	
              Equal
                to or greater than 25 years but less than 26 years

            	
              8.00%

            	
              9.00%

            	
              8.70%

            	
              10.00%

            
	
              Equal
                to or greater than 26 years but less than 27 years

            	
              8.00%

            	
              9.00%

            	
              8.80%

            	
              10.00%

            
	
              Equal
                to or greater than 27 years but less than 28 years

            	
              8.00%

            	
              9.00%

            	
              8.80%

            	
              10.00%

            
	
              Equal
                to or greater than 28 years but less than 29 years

            	
              8.00%

            	
              9.00%

            	
              8.90%

            	
              10.00%

            
	
              Equal
                to or greater than 29 years but less than 30 years

            	
              8.00%

            	
              9.00%

            	
              8.90%

            	
              10.00%

            
	
              Equal
                to 30 years

            	
              8.00%

            	
              9.00%

            	
              9.00%

            	
              10.00%

            


    

    


    


    For
      Transactions that are Transaction-Specific Hedges.

    


    
      	
              Weighted
                Average Life of Hedge in Years

            	
              Interest
                Rate Hedges

            	
              Currency
                Hedges

            
	
              Valuation
                Dates:

            
	
              Daily

            	
              Weekly

            	
              Daily

            	
              Weekly

            
	
              Less
                than 1 year

            	
              0.65%

            	
              0.75%

            	
              6.30%

            	
              7.40%

            
	
              Equal
                to or greater than 1 year but less than 2 years

            	
              1.30%

            	
              1.50%

            	
              6.60%

            	
              7.80%

            
	
              Equal
                to or greater than 2 years but less than 3 years

            	
              1.90%

            	
              2.20%

            	
              6.90%

            	
              8.20%

            
	
              Equal
                to or greater than 3 years but less than 4 years

            	
              2.50%

            	
              2.90%

            	
              7.10%

            	
              8.50%

            
	
              Equal
                to or greater than 4 years but less than 5 years

            	
              3.10%

            	
              3.60%

            	
              7.40%

            	
              8.90%

            
	
              Equal
                to or greater than 5 years but less than 6 years

            	
              3.60%

            	
              4.20%

            	
              7.70%

            	
              9.20%

            
	
              Equal
                to or greater than 6 years but less than 7 years

            	
              4.20%

            	
              4.80%

            	
              7.90%

            	
              9.60%

            
	
              Equal
                to or greater than 7 years but less than 8 years

            	
              4.70%

            	
              5.40%

            	
              8.20%

            	
              9.90%

            
	
              Equal
                to or greater than 8 years but less than 9 years

            	
              5.20%

            	
              6.00%

            	
              8.40%

            	
              10.20%

            
	
              Equal
                to or greater than 9 years but less than 10 years

            	
              5.70%

            	
              6.60%

            	
              8.60%

            	
              10.50%

            
	
              Equal
                to or greater than 10 years but less than 11 years

            	
              6.10%

            	
              7.00%

            	
              8.80%

            	
              10.70%

            
	
              Equal
                to or greater than 11 years but less than 12 years

            	
              6.50%

            	
              7.50%

            	
              9.00%

            	
              11.00%

            
	
              Equal
                to or greater than 12 years but less than 13 years

            	
              7.00%

            	
              8.00%

            	
              9.20%

            	
              11.30%

            
	
              Equal
                to or greater than 13 years but less than 14 years

            	
              7.40%

            	
              8.50%

            	
              9.40%

            	
              11.50%

            
	
              Equal
                to or greater than 14 years but less than 15 years

            	
              7.80%

            	
              9.00%

            	
              9.60%

            	
              11.80%

            
	
              Equal
                to or greater than 15 years but less than 16 years

            	
              8.20%

            	
              9.50%

            	
              9.80%

            	
              11.80%

            
	
              Equal
                to or greater than 16 years but less than 17 years

            	
              8.60%

            	
              9.90%

            	
              10.00%

            	
              12.00%

            
	
              Equal
                to or greater than 17 years but less than 18 years

            	
              9.00%

            	
              10.40%

            	
              10.10%

            	
              12.00%

            
	
              Equal
                to or greater than 18 years but less than 19 years

            	
              9.40%

            	
              10.80%

            	
              10.30%

            	
              12.00%

            
	
              Equal
                to or greater than 19 years but less than 20 years

            	
              9.70%

            	
              11.00%

            	
              10.50%

            	
              12.00%

            
	
              Equal
                to or greater than 20 years but less than 21 years

            	
              10.00%

            	
              11.00%

            	
              10.70%

            	
              12.00%

            
	
              Equal
                to or greater than 21 years but less than 22 years

            	
              10.00%

            	
              11.00%

            	
              10.80%

            	
              12.00%

            
	
              Equal
                to or greater than 22 years but less than 23 years

            	
              10.00%

            	
              11.00%

            	
              11.00%

            	
              12.00%

            
	
              Equal
                to or greater than 23 years but less than 24 years

            	
              10.00%

            	
              11.00%

            	
              11.00%

            	
              12.00%

            
	
              Equal
                to or greater than 24 years but less than 25 years

            	
              10.00%

            	
              11.00%

            	
              11.00%

            	
              12.00%

            
	
              Equal
                to or greater than 25 years but less than 26 years

            	
              10.00%

            	
              11.00%

            	
              11.00%

            	
              12.00%

            
	
              Equal
                to or greater than 26 years but less than 27 years

            	
              10.00%

            	
              11.00%

            	
              11.00%

            	
              12.00%

            
	
              Equal
                to or greater than 27 years but less than 28 years

            	
              10.00%

            	
              11.00%

            	
              11.00%

            	
              12.00%

            
	
              Equal
                to or greater than 28 years but less than 29 years

            	
              10.00%

            	
              11.00%

            	
              11.00%

            	
              12.00%

            
	
              Equal
                to or greater than 29 years but less than 30 years

            	
              10.00%

            	
              11.00%

            	
              11.00%

            	
              12.00%

            
	
              Equal
                to 30 years

            	
              10.00%

            	
              11.00%

            	
              11.00%

            	
              12.00%

            


    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      P-1

     

    FORM
      OF
      BACKUP SERVICER DELINQUENCY REPORT

     

     

    Standard
      File Layout – Delinquency Reporting

    


     

    REPORTING
      DATA FOR DEFAULTED LOANS

     

    Data
      must
      be submitted to Wells Fargo Bank in an Excel spreadsheet format
      with fixed field names and data type.  The Excel
      spreadsheet should be used as a template consistently every month when
      submitting data.

     

    
      	 	 	 
	
              Table:
                Delinquency

            	 	 
	 	 	 
	
              Name

            	
              Type

            	
              Size

            
	
              Servicer
                Loan
                #

            	
              Number

            	
              8

            
	 	
              (Double)

            	 
	
              Investor
                Loan
                #

            	
              Number

            	
              8

            
	 	
              (Double)

            	 
	
              Borrower
                Name

            	
              Text

            	
              20

            
	
              Address

            	
              Text

            	
              30

            
	
              State

            	
              Text

            	
              2

            
	
              Due
                Date

            	
              Date/Time

            	
              8

            
	
              Action
                Code

            	
              Text

            	
              2

            
	
              FC
                Received

            	
              Date/Time

            	
              8

            
	
              File
                Referred to
                Atty

            	
              Date/Time

            	
              8

            
	
              NOD

            	
              Date/Time

            	
              8

            
	
              Complaint
                Filed

            	
              Date/Time

            	
              8

            
	
              Sale
                Published

            	
              Date/Time

            	
              8

            
	
              Target
                Sale
                Date

            	
              Date/Time

            	
              8

            
	
              Actual
                Sale
                Date

            	
              Date/Time

            	
              8

            
	
              Loss
                Mit Approval
                Date

            	
              Date/Time

            	
              8

            
	
              Loss
                Mit
                Type

            	
              Text

            	
              5

            
	
              Loss
                Mit Estimated
                Completion

            	
              Date/Time

            	
              8

            
	
              Date

            	 	 
	
              Loss
                Mit Actual Completion
                Date

            	
              Date/Time

            	
              8

            
	
              Loss
                Mit Broken Plan
                Date

            	
              Date/Time

            	
              8

            
	
              BK
                Chapter

            	
              Text

            	
              6

            
	
              BK
                Filed
                Date

            	
              Date/Time

            	
              8

            
	
              Post
                Petition
                Due

            	
              Date/Time

            	
              8

            
	
              Motion
                for
                Relief

            	
              Date/Time

            	
              8

            
	
              Lift
                of
                Stay

            	
              Date/Time

            	
              8

            
	
              RFD

            	
              Text

            	
              10

            
	
              Occupant
                Code

            	
              Text

            	
              10

            
	
              Eviction
                Start
                Date

            	
              Date/Time

            	
              8

            
	
              Eviction
                Completed
                Date

            	
              Date/Time

            	
              8

            
	
              List
                Price

            	
              Currency

            	
              8

            
	
              List
                Date

            	
              Date/Time

            	
              8

            
	
              Accepted
                Offer
                Price

            	
              Currency

            	
              8

            
	
              Accepted
                Offer
                Date

            	
              Date/Time

            	
              8

            
	
              Estimated
                REO Closing
                Date

            	
              Date/Time

            	
              8

            
	
              Actual
                REO Sale
                Date

            	
              Date/Time

            	
              8

            


    

    


    
      	
              •

            	
              Items
                in bold are MANDATORY FIELDS. We must receive information in those
                fields
                every month in order for your file to be
                accepted.

            


    

     

    The
      Action Code Field should show the applicable numeric code to indicate that
      a
      special action is being taken. The Action Codes are the following:

     

    12-Relief
      Provisions

    15-Bankruptcy/Litigation

    20-Referred
      for Deed-in-Lieu

    30-Referred
      fore Foreclosure

    60-Payoff

    65-Repurchase

    70-REO-Held
      for Sale

    71-Third
      Party Sale/Condemnation

    72-REO-Pending
      Conveyance-Pool Insurance claim filed

     

    Wells
      Fargo Bank will accept alternative Action Codes to those above, provided that
      the Codes are consistent with industry standards. If Action Codes other than
      those above are used, the Servicer must supply Wells Fargo Bank with a
      description of each of the Action Codes prior to sending the file.

     

    Description
      of Action Codes:

     

    Action
      Code
      12 - To report
      a
      Mortgage Loan for which the Borrower has been granted relief for curing a
      delinquency.  The Action Date is the date the relief is expected to
      end.  For military indulgence, it will be three months after the
      Borrower’s discharge from military service.

     

    Action
      Code
      15 - To report
      the
      Borrower’s filing for bankruptcy or instituting some other type of litigation
      that will prevent or delay liquidation of the Mortgage Loan.  The
      Action Date will be either the date that any repayment plan (or forbearance)
      instituted by the bankruptcy court will expire or an additional date by which
      the litigation should be resolved.

     

    Action
      Code
      20 - To report
      that the Borrower has agreed to a deed-in-lieu or an assignment of the property.
      The Action Date is the date the Servicer decided to pursue a deed-in-lieu or
      the
      assignment.

     

    Action
      Code
      30 - To report
      that the decision has been made to foreclose the Mortgage Loan.  The
      Action Date is the date the Servicer referred the case to the foreclosure
      attorney.

    


    Action
      Code
      60 - To report
      that a Mortgage Loan has been paid in full either at, or prior to,
      maturity.  The Action Date is the date the pay-off funds were remitted
      to the Master Servicer.

     

    Action
      Code
      65 - To report
      that the Servicer is repurchasing the Mortgage Loan.  The Action Date
      is the date the repurchase proceeds were remitted to the Master
      Servicer.

     

    Action
      Code
      70 - To report
      that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure has
      been accepted, and the Servicer, on behalf of the owner of the Mortgage Loan,
      has acquired the property and may dispose of it.  The Action Date is
      the date of the foreclosure sale or, for deeds-in-lieu, the date the deed is
      recorded on behalf of the owner of the Mortgage Loan.

     

    Action
      Code
      71 - To report
      that a Mortgage Loan has been foreclosed and a third party acquired the
      property, or a total condemnation of the property has occurred.  The
      Action Date is the date of the foreclosure sale or the date the condemnation
      award was received.

     

    Action
      Code
      72 - To report
      that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been accepted,
      and the property may be conveyed to the mortgage insurer and the pool insurance
      claim has been filed.  The Action Date is the date of the foreclosure
      sale, or, for deeds-in-lieu, the date of the deed for conventional
      mortgages.

     

    The
      Loss Mit Type field should show the
      approved Loss Mitigation arrangement.  The following are
      acceptable:

     

    ASUM-Approved
      Assumption

    BAP-Borrower
      Assistance Program

    CO-Charge
      Off

    DIL-Deed-in-Lieu

    FFA-Formal
      Forbearance Agreement

    MOD-Loan
      Modification

    PRE-Pre-Sale

    SS-Short
      Sale

    MISC-Anything
      else approved by the PMI or Pool Insurer

     

    Wells
      Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards.  If Loss
      Mitigation Types other than those above are used, the Servicer must supply
      Wells
      Fargo Bank with a description of each of the Loss Mitigation Types prior to
      sending the file.

     

    The
      Occupant Code field should show the current status of the
      property.  The acceptable codes are:

     

    MORTGAGOR

    TENANT

    UNKNOWN

    VACANT

     

     

     

    EXHIBIT
      P-2

     

    BACKUP
      SERVICER MONTHLY REMITTANCE ADVICE

     

    Standard
      File Layout – Scheduled/Scheduled

    


    


    
      
        	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              
	
                SER_INVESTOR_NBR

              	
                A
                  value assigned by the Servicer to define a group of loans.

              	
                 

              	
                Text
                  up to 10
                  digits

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer.  This may be
                  different than the LOAN_NBR.

              	
                 

              	
                Text
                  up to 10 digits

              
	
                BORROWER_NAME

              	
                The
                  borrower name as received in the file.  It is not separated by
                  first and last name.

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              
	
                SCHED_PAY_AMT

              	
                Scheduled
                  monthly principal and scheduled interest payment that a borrower
                  is
                  expected to pay, P&I constant.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              
	
                NET_INT_RATE

              	
                The
                  loan gross interest rate less the service fee rate as reported
                  by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              
	
                SERV_FEE_RATE

              	
                The
                  servicer's fee rate for a loan as reported by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              
	
                SERV_FEE_AMT

              	
                The
                  servicer's fee amount for a loan as reported by the
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              
	
                ARM_INDEX_RATE

              	
                The
                  index the Servicer is using to calculate a forecasted
                  rate.

              	
                4

              	
                Max
                  length of 6

              
	
                ACTL_BEG_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the beginning of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                ACTL_END_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the end of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date at the end of processing cycle that the borrower's next payment
                  is
                  due to the Servicer, as reported by Servicer.

              	
                 

              	
                MM/DD/YYYY

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              
	
                CURT_ADJ_
                  AMT_1

              	
                The
                  curtailment interest on the first curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              
	
                CURT_ADJ_
                  AMT_2

              	
                The
                  curtailment interest on the second curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              
	
                CURT_ADJ_AMT_3

              	
                The
                  curtailment interest on the third curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                PIF_AMT

              	
                The
                  loan "paid in full" amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              
	
                 

              	
                 

              	
                 

              	
                Action
                  Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                  65=Repurchase,70=REO

              
	
                ACTION_CODE

              	
                The
                  standard FNMA numeric code used to indicate the default/delinquent
                  status
                  of a particular loan.

              	 	 
	
                INT_ADJ_AMT

              	
                The
                  amount of the interest adjustment as reported by the
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                LOAN_LOSS_AMT

              	
                The
                  amount the Servicer is passing as a loss, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                SCHED_BEG_PRIN_BAL

              	
                The
                  scheduled outstanding principal amount due at the beginning of
                  the cycle
                  date to be passed through to investors.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                SCHED_END_PRIN_BAL

              	
                The
                  scheduled principal balance due to investors at the end of a processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                SCHED_PRIN_AMT

              	
                The
                  scheduled principal amount as reported by the Servicer for the
                  current
                  cycle -- only applicable for Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                SCHED_NET_INT

              	
                The
                  scheduled gross interest amount less the service fee amount for
                  the
                  current cycle as reported by the Servicer -- only applicable for
                  Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                ACTL_PRIN_AMT

              	
                The
                  actual principal amount collected by the Servicer for the current
                  reporting cycle -- only applicable for Actual/Actual
                  Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                ACTL_NET_INT

              	
                The
                  actual gross interest amount less the service fee amount for the
                  current
                  reporting cycle as reported by the Servicer -- only applicable
                  for
                  Actual/Actual Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                PREPAY_PENALTY_
                  AMT

              	
                The
                  penalty amount received when a borrower prepays on his loan as
                  reported by
                  the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                PREPAY_PENALTY_
                  WAIVED

              	
                The
                  prepayment penalty amount for the loan waived by the
                  servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	
                 

              	
                MM/DD/YYYY

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	
                 

              	
                Varchar
                  - value can be alpha or numeric

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs
                  ($)

              


      
 

    
 

     

    EXHIBIT
      P-3

     

    FORM
      OF
      BACKUP SERVICER REALIZED LOSS REPORT

     

    WELLS
      FARGO BANK, N.A. Form 332

     

    Calculation
      of Realized Loss

     

    Purpose

     

    To
      provide the Servicer with a form for the calculation of any Realized Loss (or
      gain) as a result of a Mortgage Loan having been foreclosed and
      Liquidated.

     

    Distribution

     

    The
      Servicer will prepare the form in duplicate and send the original together with
      evidence of conveyance of title and appropriate supporting documentation to
      the
      Master Servicer with the Monthly Accounting Reports which supports the Mortgage
      Loan’s removal from the Mortgage Loan Activity Report. The Servicer will retain
      the duplicate for its own records.

     

    Due
      Date

     

    With
      respect to any liquidated Mortgage Loan, the form will be submitted to the
      Master Servicer no later than the date on which statements are due to the Master
      Servicer under Section 4.02 of this Agreement (the “Statement Date”) in the
      month following receipt of final liquidation proceeds and supporting
      documentation relating to such liquidated Mortgage Loan; provided, that if
      such
      Statement Date is not at least 30 days after receipt of final liquidation
      proceeds and supporting documentation relating to such liquidated Mortgage
      Loan,
      then the form will be submitted on the first Statement Date occurring after
      the
      30th day
      following receipt of final liquidation proceeds and supporting
      documentation.

     

    Preparation
      Instructions

     

    The
      numbers on the form correspond with the numbers listed below.

     

    1.           The
      actual Unpaid Principal Balance of the Mortgage Loan.

    2.           The
      Total Interest Due less the aggregate amount of servicing fee that would have
      been earned if all delinquent payments had been made as agreed.

    


    
      	
              3-7.

            	
              Complete
                as necessary.  All line entries must be supported by copies of
                appropriate statements, vouchers,
                receipts, canceled checks, etc., to document the
                expense.  Entries not properly documented
                will not be reimbursed to the
                Servicer.

            


    

    
    

    
      	
              8.

            	
              Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage
                Loan as calculated on a monthly basis.

            


      	 	 


    

    
      	
              10.

            	
              The
                total of lines 1 through 9.

            


    

     

    Credits

     

    
      	
              11-17.

            	
              Complete
                as necessary.  All line entries must be supported by copies of
                the appropriate claims forms, statements, payment checks,
                etc.  to document the credit.  If the Mortgage Loan is
                subject to a Bankruptcy Deficiency, the difference between the Unpaid
                Principal Balance of the Note prior to the Bankruptcy Deficiency
                and the
                Unpaid Principal Balance as reduced by the Bankruptcy Deficiency
                should be
                input on line 16.

            


    

     

    
      	
              18.

            	
              The
                total of lines 11 through 17.

            


    

     

    Total
      Realized Loss (or Amount of Any Gain)

     

    
      	
              19.

            	
              The
                total derived from subtracting line 18 from 10.  If the amount
                represents a realized gain, show the amount in parenthesis
                (  ).

            


    

    


     

     

    
 

    WELLS
      FARGO BANK, N.A.

    CALCULATION
      OF REALIZED LOSS

     

    


     

    WELLS
      FARGO BANK, N.A. Trust:  ___________________________

    Prepared
      by: __________________ Date: _______________

    Phone:
      ______________________

     

    Servicer
      Loan
      No.                                                     Servicer
      Name                                Servicer
      Address

     

    WELLS
      FARGO BANK, N.A.

    Loan
      No._____________________________

    Borrower’s
      Name:________________________________________________________

    Property

    Address:________________________________________________________________

    


    
      	
              Liquidation
                and Acquisition
                Expenses:

            	 
	
              Actual
                Unpaid Principal Balance of
                Mortgage Loan

            	
              $
                _______________(1)

            
	
              Interest
                accrued at Net
                Rate

            	
               ________________(2)

            
	
              Attorney’s
                Fees

            	
               ________________(3)

            
	
              Taxes

            	
              ________________(4)

            
	
              Property
                Maintenance

            	
               ________________(5)

            
	
              MI/Hazard
                Insurance
                Premiums

            	
               ________________(6)

            
	
              Hazard
                Loss
                Expenses

            	
              ________________(7)

            
	
              Accrued
                Servicing
                Fees

            	
              ________________(8)

            
	
              Other
                (itemize)

            	
               ________________(9)

            
	 	
               $
                _________________

            
	 	 
	 	 
	 	 
	
              Total
                Expenses

            	
               $
                ______________(10)

            
	
              Credits:

            	 
	
              Escrow
                Balance

            	
              $
                ______________(11)

            
	
              HIP
                Refund

            	
              ________________(12)

            
	
              Rental
                Receipts

            	
              ________________(13)

            
	
              Hazard
                Loss
                Proceeds

            	
              ________________(14)

            
	
              Primary
                Mortgage Insurance
                Proceeds

            	
              ________________(15)

            
	
              Proceeds
                from Sale of Acquired
                Property

            	
              ________________(16)

            
	
              Other
                (itemize)

            	
              ________________(17)

            
	 	
               ___________________

            
	 	
               ___________________

            
	
              Total
                Credits

            	
                   $________________(18)

            
	
              Total
                Realized Loss (or Amount of
                Gain)

            	$________________ 


    

    


     

    


    SCHEDULE
      1

     

    MORTGAGE
      LOAN SCHEDULE

     

    AS
      PREVIOUSLY FILED WITH THE COMMISSION ON [___]

     

     

     

    SCHEDULE
      2

     

    PREPAYMENT
      CHARGE SCHEDULE

     

    AVAILABLE
      UPON REQUEST