Unassociated Document


    

      
        	
                 EXHIBIT
                  4.1

              
	 
	 
	 
	 
	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC.

              
	
                Depositor

              
	 
	
                OCWEN
                  LOAN SERVICING, LLC

              
	
                GMAC
                  MORTGAGE, LLC

              
	
                COUNTRYWIDE
                  HOME LOANS SERVICING LP

              
	
                Servicers

              
	 
	
                WELLS
                  FARGO BANK, N.A.

              
	
                Master
                  Servicer and Trust Administrator

              
	 
	
                and

              
	 
	
                U.S.
                  BANK NATIONAL ASSOCIATION

              
	
                Trustee

              
	
                _________________________________________

              
	 
	
                POOLING
                  AND SERVICING AGREEMENT

              
	
                Dated
                  as of March 1, 2007

              
	
                _________________________________________

              
	 
	
                Asset-Backed
                  Pass-Through Certificates

              
	 
	
                Series
                  2007-AMC2

              


      

      


       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      


      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 Servicers 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-Servicers. 

                
	
                  SECTION
                    3.03

                	
                  Successor
                    Sub-Servicers. 

                
	
                  SECTION
                    3.04

                	
                  Liability
                    of the Servicer. 

                
	
                  SECTION
                    3.05

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

                
	
                  SECTION
                    3.06

                	
                  Assumption
                    or Termination of Sub-Servicing Agreements by 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 Servicers. 

                
	
                  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 Servicers.
                    

                
	
                  SECTION
                    6.02

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

                
	
                  SECTION
                    6.03

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

                
	
                  SECTION
                    6.04

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

                
	
                  SECTION
                    6.05

                	
                  Successor
                    Master Servicer. 

                
	
                  SECTION
                    6.06

                	
                  Rights
                    of the Depositor in Respect of the Servicers. 

                
	
                  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

                	
                  Servicers,
                    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-2 Certificate

                
	
                  Exhibit
                    A-3 

                	
                  Form
                    of Class A-3A Certificate

                
	
                  Exhibit
                    A-4 

                	
                  Form
                    of Class A-3B Certificate

                
	
                  Exhibit
                    A-5 

                	
                  Form
                    of Class A-3C 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 CE-1 Certificate and Class CE-2 Certificate

                
	
                  Exhibit
                    A-17

                	
                  Form
                    of Class P Certificate

                
	
                  Exhibit
                    A-18

                	
                  Form
                    of Class R Certificate

                
	
                  Exhibit
                    A-19

                	
                  Form
                    of Class R-X Certificate

                
	
                  Exhibit
                    B

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

                
	
                  Exhibit
                    C

                	
                  Servicing
                    Criteria to Be Addressed in Assessment of Compliance

                
	
                  Exhibit
                    D

                	
                  Form
                    of 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
                    Servicers
                    (other than Countrywide) 

                
	
                  Exhibit
                    I

                	
                  Form
                    of Interest Rate Cap Agreement

                
	
                  Exhibit
                    J

                	
                  Form
                    of Report Pursuant to Section 4.07

                
	
                  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

                	
                  Countrywide
                    Addendum Regulation AB

                
	
                  Exhibit
                    O-1

                	
                  Form
                    of Countrywide Delinquency Report

                
	
                  Exhibit
                    O-2

                	
                  Countrywide
                    Montly Remittance Advance

                
	
                  Exhibit
                    O-3

                	
                  Form
                    of Countrywide Realized Loss Report

                
	 	 
	
                  Schedule
                    1

                	
                  Mortgage
                    Loan Schedule

                
	
                  Schedule
                    2

                	
                  Prepayment
                    Charge Schedule

                


        




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      This
        Pooling and Servicing Agreement, is dated and effective as of March 1, 2007,
        among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, OCWEN LOAN SERVICING,
        LLC, GMAC MORTGAGE, LLC and COUNTRYWIDE HOME LOANS SERVICING LP, as Servicers,
        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 and the
        Interest Rate Cap Agreement) subject to this Agreement as a REMIC for federal
        income tax purposes, and such pool of assets will be designated as “REMIC I.”
The Class R-I Interest will be the sole class of “residual interests” in REMIC I
        for purposes of the REMIC Provisions (as defined herein). The following table
        irrevocably sets forth the designation, the REMIC I Remittance Rate, the
        initial
        Uncertificated Balance and, for purposes of satisfying Treasury regulation
        Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
        REMIC I Regular Interests (as defined herein). None of the REMIC I Regular
        Interests will be certificated.

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    I

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                
	
                  I-LTAA

                	 	
                  (2)

                	 	
                  $

                	
                  1,080,154,809.48

                	 	
                  January25,2037

                
	
                  I-LTA1

                	 	
                  (2)

                	 	
                  $

                	
                  3,333,430.00

                	 	
                  January25,2037

                
	
                  I-LTA2

                	 	
                  (2)

                	 	
                  $

                	
                  794,350.00

                	 	
                  January25,2037

                
	
                  I-LTA3A

                	 	
                  (2)

                	 	
                  $

                	
                  2,612,225.00

                	 	
                  January25,2037

                
	
                  I-LTA3B

                	 	
                  (2)

                	 	
                  $

                	
                  1,653,940.00

                	 	
                  January25,2037

                
	
                  I-LTA3C

                	 	
                  (2)

                	 	
                  $

                	
                  385,065.00

                	 	
                  January25,2037

                
	
                  I-LTM1

                	 	
                  (2)

                	 	
                  $

                	
                  363,725.00

                	 	
                  January25,2037

                
	
                  I-LTM2

                	 	
                  (2)

                	 	
                  $

                	
                  336,170.00

                	 	
                  January25,2037

                
	
                  I-LTM3

                	 	
                  (2)

                	 	
                  $

                	
                  192,885.00

                	 	
                  January25,2037

                
	
                  I-LTM4

                	 	
                  (2)

                	 	
                  $

                	
                  176,355.00

                	 	
                  January25,2037

                
	
                  I-LTM5

                	 	
                  (2)

                	 	
                  $

                	
                  165,330.00

                	 	
                  January25,2037

                
	
                  I-LTM6

                	 	
                  (2)

                	 	
                  $

                	
                  159,815.00

                	 	
                  January25,2037

                
	
                  I-LTM7

                	 	
                  (2)

                	 	
                  $

                	
                  143,290.00

                	 	
                  January25,2037

                
	
                  I-LTM8

                	 	
                  (2)

                	 	
                  $

                	
                  126,750.00

                	 	
                  January25,2037

                
	
                  I-LTM9

                	 	
                  (2)

                	 	
                  $

                	
                  104,710.00

                	 	
                  January25,2037

                
	
                  I-LTM10

                	 	
                  (2)

                	 	
                  $

                	
                  126,755.00

                	 	
                  January25,2037

                
	
                  I-LTZZ

                	 	
                  (2)

                	 	
                  $

                	
                  11,369,180.70

                	 	
                  January25,2037

                
	
                  I-LTP

                	 	
                  (2)

                	 	
                  $

                	
                  100.00

                	 	
                  January25,2037

                
	
                  I-LT1SUB

                	 	
                  (2)

                	 	
                  $

                	
                  17,033.34

                	 	
                  January25,2037

                
	
                  I-LT1GRP

                	 	
                  (2)

                	 	
                  $

                	
                  83,601.94

                	 	
                  January25,2037

                
	
                  I-LT2SUB

                	 	
                  (2)

                	 	
                  $

                	
                  4,059.05

                	 	
                  January25,2037

                
	
                  I-LT2GRP

                	 	
                  (2)

                	 	
                  $

                	
                  19,846.05

                	 	
                  January25,2037

                
	
                  I-LT3SUB

                	 	
                  (2)

                	 	
                  $

                	
                  23,767.18

                	 	
                  January25,2037

                
	
                  I-LT3GRP

                	 	
                  (2)

                	 	
                  $

                	
                  116,691.78

                	 	
                  January25,2037

                
	
                  I-LTXX

                	 	
                  (2)

                	 	
                  $

                	
                  1,101,933,785.85

                	 	
                  January25,2037

                
	
                  I-LTCE-2

                	 	
                  (2)

                	 	 	
                  (3)

                	 	
                  January25,2037

                


        

      

      _______________

      (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-LTCE-2 will not have an Uncertificated Balance, but will
        accrue interest 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 Pass-Through
        Rate,
        the initial aggregate Certificate Principal Balance and, for purposes of
        satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
        maturity date” for the indicated Classes of Certificates and the Class CE-1
        Interest, Class CE-2 Interest and the Class P Interest, which are
        uncertificated.

       

      

        
          	
                  Designation

                	 	
                  Pass-Through
                    Rate

                	 	
                   Initial
                    Aggregate 

                  Certificate
                    Principal Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                
	
                  ClassA-1

                	 	
                  Variable(2)

                	 	
                  $

                	
                  666,686,000.00

                	 	
                  January25,2037

                
	
                  ClassA-2

                	 	
                  Variable(2)

                	 	
                  $

                	
                  158,870,000.00

                	 	
                  January25,2037

                
	
                  ClassA-3A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  522,445,000.00

                	 	
                  January25,2037

                
	
                  ClassA-3B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  330,788,000.00

                	 	
                  January25,2037

                
	
                  ClassA-3C

                	 	
                  Variable(2)

                	 	
                  $

                	
                  77,013,000.00

                	 	
                  January25,2037

                
	
                  ClassM-1

                	 	
                  Variable(2)

                	 	
                  $

                	
                  72,745,000.00

                	 	
                  January25,2037

                
	
                  ClassM-2

                	 	
                  Variable(2)

                	 	
                  $

                	
                  67,234,000.00

                	 	
                  January25,2037

                
	
                  ClassM-3

                	 	
                  Variable(2)

                	 	
                  $

                	
                  38,577,000.00

                	 	
                  January25,2037

                
	
                  ClassM-4

                	 	
                  Variable(2)

                	 	
                  $

                	
                  35,271,000.00

                	 	
                  January25,2037

                
	
                  ClassM-5

                	 	
                  Variable(2)

                	 	
                  $

                	
                  33,066,000.00

                	 	
                  January25,2037

                
	
                  ClassM-6

                	 	
                  Variable(2)

                	 	
                  $

                	
                  31,963,000.00

                	 	
                  January25,2037

                
	
                  ClassM-7

                	 	
                  Variable(2)

                	 	
                  $

                	
                  28,658,000.00

                	 	
                  January25,2037

                
	
                  ClassM-8

                	 	
                  Variable(2)

                	 	
                  $

                	
                  25,350,000.00

                	 	
                  January25,2037

                
	
                  ClassM-9

                	 	
                  Variable(2)

                	 	
                  $

                	
                  20,942,000.00

                	 	
                  January25,2037

                
	
                  ClassM-10

                	 	
                  Variable(2)

                	 	
                  $

                	
                  25,351,000.00

                	 	
                  January25,2037

                
	
                  ClassCE-1Interest

                	 	
                  Variable(3)

                	 	
                  $

                	
                  69,438,570.36

                	 	
                  January25,2037

                
	
                  ClassCE-2Interest

                	 	
                  (4)

                	 	 	
                  (5)

                	 	
                  January25,2037

                
	
                  ClassPInterest

                	 	
                  N/A(6)

                	 	
                  $

                	
                  100.00

                	 	
                  January25,2037

                


        

      

       

      _______________

      (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
        which
        shall equal the aggregate Uncertificated Balance of the REMIC I Regular
        Interests (other than REMIC I Regular Interest I-LTP). 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 I Regular Interest
        I-LTCE2.

      (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 I Regular Interest I-LTCE-2.

      (6) 
         The
        Class
        P Interest will not accrue interest.

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC
        III

      


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

       

      

        
          	
                  Designation

                	 	
                  Pass-Through
                    Rate

                	 	
                  Initial
                    Aggregate Certificate Principal Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                
	
                  Class
                    CE-1 Certificates

                	 	
                  Variable(2)

                	 	
                  $

                	
                  69,438,570.36

                	 	
                  January
                    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
        IV

      


      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 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-2 Certificates

              	 	
                Variable(2)

              	 	
                (3)

              	 	
                January
                  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 REMIC II Regular Interest

            
         CE-2.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC
        V

      


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

       

      


      

        
          	
                  Designation

                	 	
                  Pass-Through
                    Rate

                	 	
                  Initial
                    Aggregate Certificate Principal Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                
	
                  Class
                    P Certificates

                	 	
                  Variable(2)

                	 	
                  $100.00

                	 	
                  January
                    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. 

      


       

      As
        of the
        Cut-off Date, the Group I Mortgage Loans had an aggregate Stated Principal
        Balance equal to $837,019,431.37, the Group II Mortgage Loans had an aggregate
        Stated Principal Balance equal to $199,460,466.11 and the Group III Mortgage
        Loans had an aggregate Stated Principal Balance equal to
        $1,167,917,772.88.

       

      In
        consideration of the mutual agreements herein contained, the Depositor, the
        Servicers, 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).

       

      “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 a Servicer), or (y) as provided in
        Section 3A.01 hereof, but in no event below the standard set forth in
        clause (x).

       

      “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.

       

      “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
        each
        Servicer (or by a Sub-Servicer on their behalf) on or prior to the related
        Determination Date, after deduction of the Servicing Fee and the Credit Risk
        Manager Fee for such Distribution Date, (b) Liquidation Proceeds, Insurance
        Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions
        for Mortgage Loans, Subsequent Recoveries and other unscheduled payments
        of
        principal and interest in respect of the Mortgage Loans or REO Properties
        received by each 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
        each
        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 each 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 Servicers 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 each 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, (c) amounts
        in respect of the items set forth in clauses (i)(a) through (i)(d) above
        deposited in the related 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 Servicers
        or
        to be withdrawn by the Servicers from the related 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 each 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 such Servicer to the Master Servicer.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Cap
        Administration Agreement”: The cap administration agreement, 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.

       

      “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-AMC2, Asset-Backed
        Pass-Through Certificates, Series 2007-AMC2, 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, a 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, a 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 I-LTZZ Uncertificated Interest Deferral Amount,
        the
        specified REMIC I Regular Interest as follows:

       

      
        	
                Class

              	
                REMIC
                  I

                Regular
                  Interest

              	
                Certificate
                  Margin

              
	 	 	
                (%)
                  (1) 

              	
                (%)
                  (2)

              
	
                A-1

              	
                I-LTA1

              	
                0.140%

              	
                0.280%

              
	
                A-2

              	
                I-LTA2

              	
                0.140%

              	
                0.280%

              
	
                A-3A

              	
                I-LTA3A

              	
                0.080%

              	
                0.160%

              
	
                A-3B

              	
                I-LTA3B

              	
                0.180%

              	
                0.360%

              
	
                A-3C

              	
                I-LTA3C

              	
                0.250%

              	
                0.500%

              
	
                M-1

              	
                I-LTM1

              	
                0.270%

              	
                0.405%

              
	
                M-2

              	
                I-LTM1

              	
                0.290%

              	
                0.435%

              
	
                M-3

              	
                I-LTM3

              	
                0.340%

              	
                0.510%

              
	
                M-4

              	
                I-LTM4

              	
                0.470%

              	
                0.705%

              
	
                M-5

              	
                I-LTM5

              	
                0.540%

              	
                0.810%

              
	
                M-6

              	
                I-LTM6

              	
                0.570%

              	
                0.855%

              
	
                M-7

              	
                I-LTM7

              	
                1.150%

              	
                1.725%

              
	
                M-8

              	
                I-LTM8

              	
                2.000%

              	
                3.000%

              
	
                M-9

              	
                I-LTM9

              	
                2.500%

              	
                3.750%

              
	
                M-10

              	
                I-LTM10

              	
                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 I 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 a Regular Interest in REMIC II for purposes
        of the REMIC Provisions.

       

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

       

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

       

      “Class
        A-3B Certificates”: Any one of the Class A-3B Certificates executed,
        authenticated and delivered by the Trust Administrator, substantially in
        the
        form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC
        II
        for purposes of the REMIC Provisions.

       

      “Class
        A-3C Certificates”: Any one of the Class A-3C Certificates executed,
        authenticated and delivered by the Trust Administrator, substantially in
        the
        form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC
        II
        for purposes of the REMIC Provisions.

       

      “Class
        A
        Certificates”: Collectively, the Class A-1 Certificates, the Class A-2
        Certificates, the Class A-3A Certificates, the Class A-3B Certificates and
        the
        Class A-3C 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-16 and evidencing a Regular Interest in
        REMIC
        III for purposes of the REMIC Provisions.

       

      “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 II 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-16 and evidencing a Regular Interest in
        REMIC
        IV 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 II for purposes of the REMIC Provisions.

       

      “Class
        M-1 Certificate”: Any one of the Class M-1 Certificates executed, authenticated
        and delivered by the Trust Administrator,
        substantially in the form annexed hereto as Exhibit A-6 and evidencing a
        Regular
        Interest in REMIC II for purposes of the REMIC Provisions.

       

      “Class
        M-1 Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates immediately prior to such Distribution Date (after taking
        into account the distribution of the Senior Principal Distribution Amount
        on
        such Distribution Date) and (ii) the Certificate Principal Balance of the
        Class
        M-1 Certificates immediately prior to such Distribution Date over (y) the
        lesser
        of (A) the product of (i) 65.90% and (ii) the aggregate Stated Principal
        Balance
        of the Mortgage Loans as of the last day of the related Due Period (after
        giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) and (B) the excess, if any,
        of
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
        Loans as of the Cut-off Date.

       

      “Class
        M-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 a Regular Interest in REMIC II for purposes
        of the REMIC Provisions.

       

      “Class
        M-2 Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates immediately prior to such Distribution Date (after taking
        into account the distribution of the Senior Principal Distribution Amount
        on
        such Distribution Date), (ii) the Certificate Principal Balance of the Class
        M-1
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-1 Principal Distribution Amount on
        such
        Distribution Date) and (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 72.00% and (ii) the aggregate Stated Principal Balance
        of
        the Mortgage Loans as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) and (B) the excess, if any,
        of
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
        Loans as of the Cut-off Date.

       

      “Class
        M-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 a Regular Interest in REMIC II for purposes
        of the REMIC Provisions.

       

      “Class
        M-3 Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates immediately prior to such Distribution Date (after taking
        into account the distribution of the Senior Principal Distribution Amount
        on
        such Distribution Date), (ii) the Certificate Principal Balance of the Class
        M-1
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-1 Principal Distribution Amount on
        such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-2 Principal Distribution Amount on
        such
        Distribution Date) and (iv) the Certificate Principal Balance of the Class
        M-3
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 75.50% and (ii) the aggregate Stated Principal Balance
        of
        the Mortgage Loans as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) and (B) the excess, if any,
        of
        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 a Regular Interest in REMIC II for purposes
        of the REMIC Provisions.

       

      “Class
        M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates immediately prior to such Distribution Date (after taking
        into account the distribution of the Senior Principal Distribution Amount
        on
        such Distribution Date), (ii) the Certificate Principal Balance of the Class
        M-1
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-1 Principal Distribution Amount on
        such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-2 Principal Distribution Amount on
        such
        Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-3 Principal Distribution Amount on
        such
        Distribution Date) and (v) the Certificate Principal Balance of the Class
        M-4
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 78.70% 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 a Regular Interest in REMIC II for
        purposes of the REMIC Provisions.

       

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

       

      “Class
        M-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 a Regular Interest in REMIC II for
        purposes of the REMIC Provisions.

       

      “Class
        M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates immediately prior to such Distribution Date (after taking
        into account the distributions of the Senior Principal Distribution Amount
        on
        such Distribution Date), (ii) the Certificate Principal Balance of the Class
        M-1
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-1 Principal Distribution Amount on
        such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-2 Principal Distribution Amount on
        such
        Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-3 Principal Distribution Amount on
        such
        Distribution Date), (v) the Certificate Principal Balance of the Class M-4
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-4 Principal Distribution Amount on
        such
        Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-5 Principal Distribution Amount on
        such
        Distribution Date) and (vii) the Certificate Principal Balance of the Class
        M-6
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 84.60% 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-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 a Regular Interest in REMIC II for
        purposes of the REMIC Provisions.

       

      “Class
        M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates immediately prior to such Distribution Date (after taking
        into account the distribution of the Senior Principal Distribution Amount
        on
        such Distribution Date), (ii) the Certificate Principal Balance of the Class
        M-1
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-1 Principal Distribution Amount on
        such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-2 Principal Distribution Amount on
        such
        Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-3 Principal Distribution Amount on
        such
        Distribution Date), (v) the Certificate Principal Balance of the Class M-4
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-4 Principal Distribution Amount on
        such
        Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-5 Principal Distribution Amount on
        such
        Distribution Date), (vii) the Certificate Principal Balance of the Class
        M-6
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-6 Principal Distribution Amount on
        such
        Distribution Date) and (viii) the Certificate Principal Balance of the Class
        M-7
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 87.20% 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-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 a Regular Interest in REMIC II for
        purposes of the REMIC Provisions.

       

      “Class
        M-8 Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates immediately prior to such Distribution Date (after taking
        into account the distribution of the Senior Principal Distribution Amount
        on
        such Distribution Date), (ii) the Certificate Principal Balance of the Class
        M-1
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-1 Principal Distribution Amount on
        such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-2 Principal Distribution Amount on
        such
        Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-3 Principal Distribution Amount on
        such
        Distribution Date), (v) the Certificate Principal Balance of the Class M-4
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-4 Principal Distribution Amount on
        such
        Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-5 Principal Distribution Amount on
        such
        Distribution Date), (vii) the Certificate Principal Balance of the Class
        M-6
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-6 Principal Distribution Amount on
        such
        Distribution Date), (viii) the Certificate Principal Balance of the Class
        M-7
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-7 Principal Distribution Amount on
        such
        Distribution Date) and (viii) the Certificate Principal Balance of the Class
        M-8
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 89.50% and (ii) the aggregate Stated Principal Balance
        of
        the Mortgage Loans as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) and (B) the excess, if any,
        of
        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 a Regular Interest in REMIC II for
        purposes of the REMIC Provisions.

       

      “Class
        M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates immediately prior to such Distribution Date (after taking
        into account the distribution of the Senior Principal Distribution Amount
        on
        such Distribution Date), (ii) the Certificate Principal Balance of the Class
        M-1
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-1 Principal Distribution Amount on
        such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-2 Principal Distribution Amount on
        such
        Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-3 Principal Distribution Amount on
        such
        Distribution Date), (v) the Certificate Principal Balance of the Class M-4
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-4 Principal Distribution Amount on
        such
        Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-5 Principal Distribution Amount on
        such
        Distribution Date), (vii) the Certificate Principal Balance of the Class
        M-6
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-6 Principal Distribution Amount on
        such
        Distribution Date), (viii) the Certificate Principal Balance of the Class
        M-7
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-7 Principal Distribution Amount on
        such
        Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-8 Principal Distribution Amount on
        such
        Distribution Date) and (x) the Certificate Principal Balance of the Class
        M-9
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 91.40% and (ii) the aggregate Stated Principal Balance
        of
        the Mortgage Loans as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) and (B) the excess, if any,
        of
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
        Loans as of the Cut-off Date.

       

      “Class
        M-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 a Regular Interest in
        REMIC
        II for purposes of the REMIC Provisions.

       

      “Class
        M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
        excess of (x) the sum of (i) the aggregate Certificate Principal Balance
        of the
        Class A Certificates immediately prior to such Distribution Date (after taking
        into account the distribution of the Senior Principal Distribution Amount
        on
        such Distribution Date), (ii) the Certificate Principal Balance of the Class
        M-1
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-1 Principal Distribution Amount on
        such
        Distribution Date), (iii) the Certificate Principal Balance of the Class
        M-2
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-2 Principal Distribution Amount on
        such
        Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-3 Principal Distribution Amount on
        such
        Distribution Date), (v) the Certificate Principal Balance of the Class M-4
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-4 Principal Distribution Amount on
        such
        Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-5 Principal Distribution Amount on
        such
        Distribution Date), (vii) the Certificate Principal Balance of the Class
        M-6
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-6 Principal Distribution Amount on
        such
        Distribution Date), (viii) the Certificate Principal Balance of the Class
        M-7
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-7 Principal Distribution Amount on
        such
        Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-8 Principal Distribution Amount on
        such
        Distribution Date), (x) the Certificate Principal Balance of the Class M-9
        Certificates immediately prior to such Distribution Date (after taking into
        account the distribution of the Class M-9 Principal Distribution Amount on
        such
        Distribution Date) and (xi) the Certificate Principal Balance of the Class
        M-10
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 93.70% 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
        P
        Certificate”: Any one of the Class P Certificates executed, authenticated and
        delivered by the Trust Administrator, substantially in the form annexed hereto
        as Exhibit A-17 and evidencing a Regular Interest in REMIC V for purposes
        of the
        REMIC Provisions.

       

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

       

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

       

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

       

      “Closing
        Date”: March 30, 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 each Servicer pursuant to Section 3.10(a), which
        shall be titled (i) “Ocwen Loan Servicing, LLC, as a Servicer for U.S. Bank
        National Association, as Trustee, in trust for the registered holders of
        Citigroup Mortgage Loan Trust 2007-AMC2, Asset-Backed Pass-Through Certificates,
        Series 2007-AMC2, Mortgage Pass-Through Certificates”, (ii) “GMAC Mortgage, LLC,
        as a Servicer for U.S. Bank National Association, as Trustee, in trust for
        the
        registered holders of Citigroup Mortgage Loan Trust 2007-AMC2, Asset-Backed
        Pass-Through Certificates, Series 2007-AMC2, Mortgage Pass-Through Certificates”
and (iii) “Countrywide Home Loans Servicing LP, as a Servicer for U.S. Bank
        National Association, as Trustee, in trust for the registered holders of
        Citigroup Mortgage Loan Trust 2007-AMC2, Asset-Backed Pass-Through Certificates,
        Series 2007-AMC2, Mortgage Pass-Through Certificates.” Each 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
        (other than the Countrywide 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 received by the related Servicer for such
        month
        in which Prepayment Interest Shortfalls were incurred.
        With respect to any Distribution Date and the Countrywide 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) one-twelfth of the
        product of (i) 0.25% and (ii) the Stated Principal Balance of such Mortgage
        Loans or (b) the aggregate Servicing Fee actually
        received for such month for
        such
        Mortgage Loans.

       

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

       

      
        	
                REMIC
                  I

                Regular
                  Interest

              	 	
                Class

              
	
                I-LTA1

              	 	
                Class
                  A-1

              
	
                I-LTA2

              	 	
                Class
                  A-2

              
	
                I-LTA3A

              	 	
                Class
                  A-3A

              
	
                I-LTA3B

              	 	
                Class
                  A-3B

              
	
                I-LTA3C

              	 	
                Class
                  A-3C

              
	
                I-LTM1

              	 	
                Class
                  M-1

              
	
                I-LTM2

              	 	
                Class
                  M-2

              
	
                I-LTM3

              	 	
                Class
                  M-3

              
	
                I-LTM4

              	 	
                Class
                  M-4

              
	
                I-LTM5

              	 	
                Class
                  M-5

              
	
                I-LTM6

              	 	
                Class
                  M-6

              
	
                I-LTM7

              	 	
                Class
                  M-7

              
	
                I-LTM8

              	 	
                Class
                  M-8

              
	
                I-LTM9

              	 	
                Class
                  M-9

              
	
                I-LTM10

              	 	
                Class
                  M-10

              
	
                I-LTP

              	 	
                Class
                  P

              
	
                I-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-AMC2 and (B) for
        all
        other purposes, Wells Fargo Bank, N.A. 9062 Old Annapolis Road, Columbia,
        Maryland 21045 Attention: Corporate Trust Services---CMLTI 2007-AMC2, or
        such
        other address as the Trust Administrator may designate from time to time
        by
        notice to the Certificateholders, the Depositor, each 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-AMC2, or such other address as the
        Trustee may designate from time to time by notice to the Certificateholders,
        the
        Depositor, each Servicer and the Trust Administrator.

       

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

       

      “Countrywide
        Addendum Regulation AB”: The addendum addressing the obligations of Countrywide
        with respect to the Mortgage Loans serviced by it and Regulation AB, attached
        hereto at Exhibit N.

       

      “Countrywide
        Mortgage Loans”: The Mortgage Loans serviced by Countrywide.

       

      “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 Servicers 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”: 0.014% 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, March 1, 2007. With respect
        to all Qualified Substitute Mortgage Loans, their respective dates of
        substitution. References herein to the “Cut-off Date,” when used with respect to
        more than one Mortgage Loan, shall be to the respective Cut-off Dates for
        such
        Mortgage Loans.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “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 a 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 a 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-AMC2, Asset-Backed Pass-Through Certificates, Series 2007-AMC2.” 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 April
        2007.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Extraordinary
        Trust Fund Expenses”: Any amounts reimbursable to each 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, formally 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 a Servicer pursuant to or as contemplated by Section 2.03
        or
        Section 9.01), a determination made by the related Servicer that all Liquidation
        Proceeds have been recovered. Each Servicer shall maintain records of each
        Final
        Recovery Determination made thereby.

       

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

       

      “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. 

       

      “GMAC”:
        GMAC Mortgage, LLC, or its successor in interest.

       

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

       

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

       

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

       

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

       

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

       

      “Group
        I
        Principal Distribution Amount”: With respect to any Distribution Date, the sum
        of (i) the principal portion of each Monthly Payment due on the Group I Mortgage
        Loans during the related Due Period, whether or not received on or prior
        to the
        related Determination Date; (ii) the Stated Principal Balance of any Group
        I
        Mortgage Loan that was purchased during the related Prepayment Period pursuant
        to or as contemplated by Section 2.03 or Section 9.01 and the amount of any
        shortfall deposited in the related 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) 59.30% 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-2 Certificates.

       

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

       

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

       

      “Group
        II
        Principal Distribution Amount”: With respect to any Distribution Date, the sum
        of (i) the principal portion of each Monthly Payment due on the Group II
        Mortgage Loans during the related Due Period, whether or not received on
        or
        prior to the related Determination Date; (ii) the Stated Principal Balance
        of
        any Group II Mortgage Loan that was purchased during the related Prepayment
        Period pursuant to or as contemplated by Section 2.03 or Section 9.01 and
        the
        amount of any shortfall deposited in the related 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) 59.30% 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.

       

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

       

      “Group
        III Certificates”: The Class A-3A, Class A-3B and Class A-3C Certificates.


       

      “Group
        III 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 III Mortgage Loans and Compensating
        Interest Payments on the Group III Mortgage Loans (net of Servicing Fees
        and
        Credit Risk Manager Fees).

       

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

       

      “Group
        III Principal Distribution Amount”: With respect to any Distribution Date, the
        sum of (i) the principal portion of each Monthly Payment due on the Group
        III
        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 III 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 related 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 III 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 III
        Allocation Percentage of any Overcollateralization Increase Amount for such
        Distribution Date minus (v) the Group III 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
        III 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 III Principal Distribution
        Amount.

       

      “Group
        III Senior Principal Distribution Amount”: With respect to any Distribution
        Date, the excess of (x) the aggregate Certificate Principal Balance of the
        Group
        III Certificates immediately prior to such Distribution Date over (y) the
        lesser
        of (A) the product of (i) 59.30% and (ii) the aggregate Stated Principal
        Balance
        of the Group III 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 III 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 III 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 and Class M-10 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 Servicers, the Master Servicer and
        their
        respective Affiliates, (b) does not have any direct financial interest in
        or any
        material indirect financial interest in the Depositor, the Servicers, the
        Master
        Servicer or any Affiliate thereof, and (c) is not connected with the Depositor,
        the Servicers, the Master Servicer or any Affiliate thereof as an officer,
        employee, promoter, underwriter, trustee, partner, director or Person performing
        similar functions; provided, however, that a Person shall not fail to be
        Independent of the Depositor, the Servicers, the Master Servicer or any
        Affiliate thereof merely because such Person is the beneficial owner of 1%
        or
        less of any class of securities issued by the Depositor or the Servicers
        or any
        Affiliate thereof, as the case may be.

       

      “Independent
        Contractor”: Either (i) any Person (other than a 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 a 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 related 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 I-LTZZ Uncertificated
        Interest Deferral Amount, REMIC I Regular Interest I-LTA1, REMIC I Regular
        Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
        I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest I-LTM1,
        REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
        Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
        Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
        I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10,
        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 Citibank, N.A.

       

      “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 related 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, Loan Group II or Loan Group III, 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.

       

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

       

      “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 I Remittance
        Rate for REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
        REMIC
        I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular
        Interest I-LTA3C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
        I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
        REMIC
        I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
        Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
        I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ,
        with the rate on each such REMIC I Regular Interest (other than REMIC I Regular
        Interest I-LTZZ) subject to a cap equal to the lesser of (i) One-Month LIBOR
        plus the related Certificate Margin for the related Corresponding Certificate
        and (ii) the related Net WAC Pass-Through Rate for the related Corresponding
        Certificate for the purpose of this calculation for such Distribution Date
        and
        with the rate on REMIC I Regular Interest I-LTZZ subject to a cap of zero
        for
        the purpose of this calculation; provided, however, each such cap shall be
        multiplied by a fraction, the numerator of which is the actual number of
        days
        elapsed in the related Interest Accrual Period and the denominator of which
        is
        30.

       

      “Master
        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) a per annum rate equal to the
        sum 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) and
        (b) a
        per annum rate equal to the product of (i) the payment made by the Interest
        Rate
        Cap Provider divided by the aggregate Stated Principal Balance of the Mortgage
        Loans as of the first day of the related Due Period (adjusted to reflect
        unscheduled principal payments made thereafter during the Prepayment Period
        that
        includes such first day) and (ii) 12 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 sum 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) and (b) a per
        annum
        rate equal to the product of (i) the payment made by the Interest Rate Cap
        Provider divided by the aggregate Stated Principal Balance of the Mortgage
        Loans
        as of the first day of the related Due Period (adjusted to reflect unscheduled
        principal payments made thereafter during the Prepayment Period that includes
        such first day) and (ii) 12 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 III Certificates, a per annum
        rate
        equal to the product of (1) a per annum rate equal to the sum of (a) the
        weighted average of the Expense Adjusted Maximum Mortgage Rates of the Group
        III
        Mortgage Loans, weighted on the basis of the outstanding Stated Principal
        Balances of the Group III Mortgage Loans as of the first day of the related
        Due
        Period (adjusted to reflect unscheduled principal payments made thereafter
        during the Prepayment Period that includes such first day) and (b) a per
        annum
        rate equal to the product of (i) the payment made by the Interest Rate Cap
        Provider divided by the aggregate Stated Principal Balance of the Mortgage
        Loans
        as of the first day of the related Due Period (adjusted to reflect unscheduled
        principal payments made thereafter during the Prepayment Period that includes
        such first day) and (ii) 12 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, the Maximum Cap Rate for the Group II Certificates and the
        Maximum
        Cap Rate for the Group III Certificates.

       

      “Maximum
        I-LTZZ Uncertificated Interest Deferral Amount”: With respect to any
        Distribution Date, the excess of (i) accrued interest at the REMIC I Remittance
        Rate applicable to REMIC I Regular Interest I-LTZZ for such Distribution
        Date on
        a balance equal to the Uncertificated Balance of REMIC I Regular Interest
        I-LTZZ
        minus the REMIC I Overcollateralized Amount, in each case for such Distribution
        Date, over (ii) Uncertificated Interest on REMIC I Regular Interest I-LTA1,
        REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC
        I
        Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular
        Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
        I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
        REMIC
        I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
        Interest I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest
        I-LTM10 for such Distribution Date, with the rate on each such REMIC I Regular
        Interest subject to a cap equal to the lesser of (i) One-Month LIBOR plus
        the
        related Certificate Margin for the related Corresponding Certificate and
        (ii)
        the related Net WAC Pass-Through Rate for the related Corresponding Certificate;
        provided, however, each cap shall be multiplied by a fraction, the numerator
        of
        which is the actual number of days elapsed in the related Interest Accrual
        Period and the denominator of which is 30.

       

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

       

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

       

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

       

      “Mezzanine
        Certificates”: Collectively,
        the
        Class M-1 Certificates,
        the
        Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
        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.

       

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

       

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

       

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

       

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

       

      “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 or second
        lien
        on, or first priority security interest in, a Mortgaged Property securing
        a
        Mortgage Note.

       

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

       

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

       

      “Mortgage
        Loan 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, the Group
        II
        Mortgage Loans and the Group III 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)  [reserved];

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Mortgagor”:
        The obligor on a Mortgage Note.

       

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

       

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

       

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

       

      For
        any
        Distribution Date with respect to the Group III Certificates, a per annum
        rate
        equal to the product of (x) the weighted average of the Expense Adjusted
        Mortgage Rates of the Group III Mortgage Loans, weighted on the basis of
        the
        outstanding Stated Principal Balances of the Group III Mortgage Loans as
        of the
        first day of the related Due Period (adjusted to reflect unscheduled principal
        payments made thereafter during the Prepayment Period that includes such
        first
        day) and (y) a fraction, the numerator of which is 30 and the denominator
        of
        which is the actual number of days elapsed in the related Interest Accrual
        Period. For federal income tax purposes, the economic equivalent of such
        rate
        shall be expressed as a per annum rate equal to the product of (x) the weighted
        average of the REMIC I Remittance Rate on REMIC I Regular Interest I-LT3GRP,
        weighted on the basis of the Uncertificated Balance of such REMIC I Regular
        Interest and (y) a fraction, the numerator of which is 30 and the denominator
        of
        which is the actual number of days elapsed in the related Interest Accrual
        Period.

       

      For
        any
        Distribution Date with respect to the Mezzanine Certificates, a per annum
        rate
        equal to the weighted average (weighted on the basis of the results of
        subtracting from the aggregate Stated Principal Balance of the applicable
        Loan
        Group as of the first day of the related Due Period (adjusted to reflect
        unscheduled principal payments made thereafter during the Prepayment Period
        that
        includes such first day), the current aggregate Certificate Principal Balance
        of
        the related Class A Certificates) of (i) the weighted average of the Net
        WAC
        Pass-Through Rate for the Group I Certificates, (ii) the weighted average
        of the
        Net WAC Pass-Through Rate for the Group II Certificates and (iii) the weighted
        average of the Net WAC Pass-Through Rate for the Group III Certificates.
        For
        federal income tax purposes, the economic equivalent of such rate shall be
        expressed as a per annum rate equal to the product of (x) the weighted average
        of the REMIC I Remittance Rates on (a) REMIC I Regular Interest I-LT1SUB,
        subject to a cap and a floor equal to the REMIC I Remittance Rate on REMIC
        I
        Regular Interest I-LT1GRP, (b) REMIC I Regular Interest I-LT2SUB, subject
        to a
        cap and a floor equal to the REMIC I Remittance Rate on REMIC I Regular Interest
        I-LT2GRP and (c) REMIC I Regular Interest I-LT3SUB, subject to a cap and
        a floor
        equal to the REMIC I Remittance Rate on REMIC I Regular Interest I-LT3GRP,
        weighted on the basis of the Uncertificated Balance of each such REMIC I
        Regular
        Interest and (y) a fraction, the numerator of which is 30 and the denominator
        of
        which is the actual number of days elapsed in the related Interest Accrual
        Period.

       

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

       

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

       

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

       

      “Nonrecoverable
        Advance”: Any P&I Advance or Servicing Advance previously made or proposed
        to be made in respect of a Mortgage Loan or REO Property that, in the good
        faith
        business judgment of the related 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 I Regular Interests (other than REMIC
        I
        Regular Interest I-LTP) for such Distribution Date. With respect to the Class
        CE-2 Certificates and any Distribution Date, the Notional Amount of the REMIC
        II
        Regular Interest CE-2 for such Distribution Date. With respect to the REMIC
        II
        Regular Interest CE-2 and any Distribution Date, the Notional Amount of the
        REMIC I Regular Interest I-LTCE-2. With respect to REMIC I Regular Interest
        I-LTCE-2 and any Distribution Date, the sum of the aggregate Stated Principal
        Balances of the SRO Mortgage Loans for such Distribution Date.

       

      “Ocwen”:
        Ocwen Loan Servicing, LLC, or its successor in interest.

       

      “Ocwen
        Mortgage Loans”: The Mortgage Loans serviced by Ocwen.

       

      “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 a Servicer, the Master Servicer, the Sponsor or
        the
        Depositor, as applicable.

       

      “One-Month
        LIBOR”: For purposes of the Marker Rate and Maximum I-LTZZ Uncertificated
        Interest Deferral Amount, REMIC I Regular Interest I-LTA1, REMIC I Regular
        Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
        I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest I-LTM1,
        REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
        Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
        Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
        I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10,
        and any Interest Accrual Period therefor, the rate determined by the Trust
        Administrator on the related Interest Determination Date on the basis of
        the
        offered rate for one-month U.S. dollar deposits, as such rate appears on
        Telerate Page 3750, Bloomberg Page BBAM or another page of these or any other
        financial reporting service in general use in the financial services industry,
        as of 11:00 a.m. (London time) on such Interest Determination Date; provided
        that if such rate does not appear on Telerate Page 3750, the rate for such
        date
        will be determined on the basis of the offered rates of the Reference Banks
        for
        one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest
        Determination Date. In such event, the Trust Administrator will request the
        principal London office of each of the Reference Banks to provide a quotation
        of
        its rate. If on such Interest Determination Date, two or more Reference Banks
        provide such offered quotations, One-Month LIBOR for the related Interest
        Accrual Period shall be the arithmetic mean of such offered quotations (rounded
        upwards if necessary to the nearest whole multiple of 1/16%). If on such
        Interest Determination Date, fewer than two Reference Banks provide such
        offered
        quotations, One-Month LIBOR for the related Interest Accrual Period shall
        be the
        higher of (i) LIBOR as determined on the previous Interest Determination
        Date
        and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under
        the
        priorities described above, LIBOR for an Interest Determination Date would
        be
        based on LIBOR for the previous Interest Determination Date for the third
        consecutive Interest Determination Date, the Trust Administrator, after
        consultation with the Depositor, shall select an alternative comparable index
        (over which the Trust Administrator has no control), used for determining
        one-month Eurodollar lending rates that is calculated and published (or
        otherwise made available) by an independent party.

       

      “Opinion
        of Counsel”: A written opinion of counsel, who may, without limitation, be
        salaried counsel for the Depositor, a 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 for this purpose
        and
        (b) the Overcollateralization Deficiency Amount for such Distribution Date
        (calculated for this purpose only after assuming that 100% of the Principal
        Remittance Amount on such Distribution Date has been distributed).

       

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

       

      “Overcollateralization
        Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown
        Date, an amount equal to 3.15% of the aggregate outstanding Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
        Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
        6.30% 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 I Regular Interest I-LTP and
        (ii)
        interest on the Uncertificated Principal Balance of each REMIC I Regular
        Interest listed in clause (y) below at a rate equal to the related REMIC
        I
        Remittance Rate minus the Marker Rate and the denominator of which is (y)
        the
        aggregate Uncertificated Balance of REMIC I Regular Interest I-LTAA, REMIC
        I
        Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular
        Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest
        I-LTA3C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
        REMIC
        I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
        Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
        I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9,
        REMIC
        I Regular Interest I-LTM10 and REMIC I Regular Interest I-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 REMIC II Regular Interest CE-2. 

       

      “Percentage
        Interest”: With respect to any Class of Certificates (other than the Residual
        Certificates), the portion of the respective Class evidenced by such
        Certificate, expressed as a percentage, the numerator of which is the initial
        Certificate Principal Balance or Notional Amount represented by such
        Certificate, and the denominator of which is the initial aggregate Certificate
        Principal Balance or Notional Amount of all of the Certificates of such Class.
        The Class A Certificates and the Mezzanine Certificates are issuable only
        in
        minimum Percentage Interests corresponding to minimum initial Certificate
        Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.
        The Class P Certificates are issuable only in Percentage Interests corresponding
        to initial Certificate Principal Balances of $20 and integral multiples thereof.
        The Class CE-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, a 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, “Aaa” by Moody’s and “AAA” by DBRS; and

       

      (vii)  if
        previously confirmed in writing to the Servicers, 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 a
        Servicer in respect of any Distribution Date pursuant to Section 4.03 or
        by the
        Master 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 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 related 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
        each
        Servicer in respect of any Prepayment Interest Shortfall are set forth in
        Section 3.24.

       

      “Prepayment
        Period”: With respect to the Countrywide Mortgage Loans and the SRO Mortgage
        Loans and 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 March 1, 2007) and ending on
        the
        15th day of the calendar month in which such Distribution Date
        occurs.

       

      With
        respect to the Ocwen Mortgage Loans, the Prepayment Period for any Distribution
        Date with respect to (i) voluntary Principal Prepayments in full, 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 March 1, 2007) and ending
        on
        the 15th
        day of
        the calendar month in which such Distribution Date occurs and (ii) Principal
        Prepayments in part, the calendar month preceding the month in which such
        Distribution Date occurs. 

       

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

       

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

       

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

       

      “Private
        Certificates”: Any of the Class A-1, Class A-2, Class M-10, Class CE-1, Class
        CE-2, Class P or Residual Certificates.

       

      “Prospectus
        Supplement”: The Prospectus Supplement, dated February 15, 2007, relating to the
        public offering of the Group III Certificates and the Mezzanine Certificates
        (other than the Class M-10 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
        a
        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 related
        Collection Account in respect of such Mortgage Loan or REO Property pursuant
        to
        Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage
        Loan
        required to be purchased pursuant to Section 2.03, expenses incurred or to
        be
        incurred by the Trust Fund in respect of the breach or defect giving rise
        to the
        purchase obligation including any costs and damages incurred by the Trust
        Fund
        in connection with any violation of any predatory or abusive lending law
        with
        respect to the related Mortgage Loan. 

       

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

       

      “Qualified
        Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
        Loan pursuant to the terms of this Agreement which must, on the date of such
        substitution, (i) have an outstanding principal balance, after application
        of
        all scheduled payments of principal and interest due during or prior to the
        month of substitution, not in excess of the Scheduled Principal Balance of
        the
        Deleted Mortgage Loan as of the Due Date in the calendar month during which
        the
        substitution occurs, (ii) have a Mortgage Rate not less than (and not more
        than
        one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
        Loan, (iii) [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, Moody’s and DBRS or their successors. If such agencies or
        their successors are no longer in existence, the “Rating Agencies” shall be such
        nationally recognized statistical rating agencies, or other comparable Persons,
        designated by the Depositor, written notice of which designation shall be
        given
        to the Trustee, the Trust Administrator, the Master Servicer and the
        Servicers.

       

      “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 related 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 related 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 related 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 related 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
        related 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 Class A Certificate, Mezzanine 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.
        With
        respect to Countrywide, the Relevant Servicing Criteria shall have the meaning
        set forth under “servicing criteria” in the Countrywide 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 related Collection Account
        (other than any amounts representing the Servicer Prepayment Charge Payment
        Amount), the Distribution Account (other than any amounts representing the
        Servicer Prepayment Charge Payment Amount) and any REO Account, and such
        assets
        that are deposited therein from time to time and any investments thereof,
        together with any and all income, proceeds and payments with respect thereto.
        Notwithstanding the foregoing, however, REMIC I specifically excludes all
        payments and other collections of principal and interest due on the Mortgage
        Loans on or before the Cut-off Date, all Prepayment Charges payable in
        connection with Principal Prepayments on the Mortgage Loans made before the
        Cut-off Date, the Net WAC Rate Carryover Reserve Account, the Interest Rate
        Cap
        Agreement, the Cap Administration Agreement, the Cap Account and Servicer
        Prepayment Charge Payment Amounts.

       

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

       

      “REMIC
        I
        Marker Allocation Percentage”: 0.50% of any amount payable or loss attributable
        from the Mortgage Loans, which shall be allocated to REMIC I Regular Interest
        I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
        REMIC
        I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular
        Interest I-LTA3C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
        I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
        REMIC
        I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
        Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
        I-LTM9 and REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTZZ
        and
        REMIC I Regular Interest I-LTP.

       

      “REMIC
        I
        Overcollateralized Amount”: With respect to any date of determination, (i) 0.50%
        of the aggregate Uncertificated Balance of the REMIC I Regular Interests
        (other
        than REMIC I Regular Interest I-LTP) minus (ii) the aggregate Uncertificated
        Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
        REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC
        I
        Regular Interest I-LTA3C, REMIC I Regular Interest I-LTM1, REMIC I Regular
        Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
        I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6,
        REMIC
        I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
        Interest I-LTM9 and REMIC I Regular Interest I-LTM10, in each case as of
        such
        date of determination.

       

      “REMIC
        I
        Principal Loss Allocation Amount”: With respect to any Distribution Date, an
        amount equal to the product of (i) the aggregate Stated Principal Balance
        of the
        Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction,
        the numerator of which is two times the aggregate Uncertificated Balance
        of
        REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I
        Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular
        Interest I-LTA3C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
        I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
        REMIC
        I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
        Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
        I-LTM9, REMIC I Regular Interest I-LTM10, and the denominator of which is
        the
        aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC
        I
        Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC I Regular
        Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest
        I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3,
        REMIC
        I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
        Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
        I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10
        and
        REMIC I Regular Interest I-LTZZ.

       

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

       

      “REMIC
        I
        Remittance Rate”: With respect to REMIC I Regular Interest I-LTAA, REMIC I
        Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular
        Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest
        I-LTA3C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
        REMIC
        I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
        Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
        I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9,
        REMIC
        I Regular Interest I-LTM10, REMIC I Regular Interest I-LTZZ, REMIC I Regular
        Interest I-LT1SUB, REMIC I Regular Interest I-LT2SUB and REMIC I Regular
        Interest I-LT3SUB, the weighted average of the Expense Adjusted Mortgage
        Rates
        of the Mortgage Loans. With respect to REMIC I Regular Interest I-LT1GRP,
        the
        weighted average of the Expense Adjusted Mortgage Rates of the Group I Mortgage
        Loans, with respect REMIC I Regular Interest I-LT2GRP, the weighted average
        of
        the Expense Adjusted Mortgage Rates of the Group II Mortgage Loans and with
        respect REMIC I Regular Interest I-LT3GRP, the weighted average of the Expense
        Adjusted Mortgage Rates of the Group III Mortgage Loans. With respect to
        REMIC I
        Regular Interest LTI-CE-2, a weighted average per annum rate, determined
        on a
        Mortgage Loan by Mortgage Loan basis (and solely with respect to the SRO
        Mortgage Loans), equal to the excess, if any, of (i) the excess of (a) the
        Mortgage Rate for each such Mortgage Loan over (b) the sum of the (x) GMAC
        Servicing Fee Rate, provided, however, that the GMAC Servicing Fee Rate shall
        be
        subject to a cap equal to the Servicing Fee Rate and (y) Credit Risk Manager
        Fee
        Rate, over (ii) the Net Mortgage Rate of each such Mortgage Loan.

       

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

       

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

       

      “REMIC
        I
        Sub WAC Allocation Percentage”: 50% of any amount payable from or loss
        attributable to the Mortgage Loans, which shall be allocated to REMIC I Regular
        Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest
        I-LT2SUB, REMIC I Regular Interest I-LT2GRP, REMIC I Regular Interest I-LT3SUB,
        REMIC I Regular Interest I-LT3GRP and REMIC I Regular Interest
        I-LTXX.

       

      “REMIC
        II”: The segregated pool of assets consisting of all of the REMIC I Regular
        Interests conveyed in trust to the Trustee, for the benefit of the Class
        A
        Certificates, the Mezzanine Certificates, the Class CE-1 Interest, the Class
        CE-2 Interest, the Class P Interest and the Class R-II Interest and all amounts
        deposited therein, with respect to which a separate REMIC election is to
        be
        made.

       

      “REMIC
        III”: The segregated pool of assets consisting of all of the Class CE-1 Interest
        conveyed in trust to the Trustee, for the benefit of the Class CE-1
        Certificates, and the Class R-III Interest and all amounts deposited therein,
        with respect to which a separate REMIC election is to be made.

       

      “REMIC
        IV”: The segregated pool of assets consisting of all of the Class CE-2 Interest
        conveyed in trust to the Trustee, for the benefit of the Class CE-2
        Certificates, and the Class R-IV Interest and all amounts deposited therein,
        with respect to which a separate REMIC election is to be made.

       

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

       

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

       

      “REMIC
        Regular Interests”: The REMIC I Regular Interests, the Class CE-1 Interest, the
        Class CE-2 Interest and the Class P Interest.

       

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

       

      “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, is 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,
        Group II Principal Distribution Amount and Group III Principal Distribution
        Amount to Holders of the Certificates then entitled to distributions thereof
        on
        the related Distribution Date by (y) the aggregate Stated Principal Balance
        of
        the Mortgage Loans as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period). 

       

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

       

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

       

      “Servicer”:
        Each of Ocwen, with respect to the Ocwen Mortgage Loans, Countrywide, with
        respect to Countrywide Mortgage Loans and GMAC, with respect to the SRO Mortgage
        Loans, or any successor Servicer appointed as herein provided, each in its
        capacity as a Servicer hereunder.

       

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

       

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

       

      “Servicer
        Remittance Date”:
        With
        respect to any Distribution Date and GMAC, the 18th
        day of
        the calendar month in which such Distribution Date occurs or, if such
        18th
        day is
        not a Business Day, the immediately succeeding Business Day. With respect
        to any
        Distribution Date and Countrywide, 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. With respect
        to any
        Distribution Date and Ocwen, the 22nd
        day of
        the calendar month in which such Distribution Date occurs or, if such
        22nd
        day is
        not a Business Day, the immediately preceding 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 a
        Servicer in connection with a default, delinquency or other unanticipated
        event
        by a 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, (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 and (vi)
        with
        respect to Ocwen, obtaining any legal documentation required to be included
        in
        the Mortgage File and/or correcting any outstanding title issues (i.e. any
        lien
        or encumberance on the Mortgaged Property that prevents the effective
        enforcement of the intended lien position) reasonably necessary for Ocwen
        to
        perform its obligations under this Agreement. Servicing Advances shall also
        include any reasonable “out-of-pocket” costs and expenses (including legal fees)
        incurred by a 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. A 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 related
        Servicer would not be ultimately recoverable from related Insurance Proceeds
        or
        Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.
        Each 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 related
        Servicer, which shall, for a period of one full month (or in the event of
        any
        payment of interest which accompanies a Principal Prepayment in full made
        by the
        Mortgagor during such calendar month, interest for the number of days covered
        by
        such payment of interest), be equal to one-twelfth of the product of (a)
        the
        Servicing Fee Rate (without regard to the words "per annum") and (b) the
        outstanding principal balance of such Mortgage Loan. Such fee shall be payable
        monthly, computed on the basis of the same principal amount and period
        respecting which any related interest payment on a Mortgage Loan is received.
        The obligation for payment of the Servicing Fee is limited to, and the Servicing
        Fee is payable solely from, the interest portion (including recoveries with
        respect to interest from Liquidation Proceeds) of such Monthly Payment collected
        by the related 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 a Servicer involved in, or responsible for, the
        administration and servicing of the Mortgage Loans, whose name appear on
        a list
        of Servicing Officers furnished by each 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 SRO Mortgage Loan, any and all of the following:
        (a) the right to terminate GMAC as servicer of such Mortgage Loan, with or
        without cause (for clarification purposes, the Master Servicer will also
        have
        the right to terminate GMAC as Servicer of such 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 GMAC as its servicing compensation as agreed
        to by
        the Servicing Rights Owner and GMAC and (d) all powers and privileges incident
        to any of the foregoing.

       

      “Servicing
        Rights Owner”: With respect to the SRO Mortgage Loans, 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 or the Master 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 to correct any
        errors or insufficiencies in the servicing data or otherwise to enable the
        Trustee or the Master Servicer to service the Mortgage Loans properly and
        effectively.

       

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

       

      “SRO
        Mortgage Loans”: Any Mortgage Loans for which GMAC is the Servicer and the
        Sponsor is the Servicing Rights Owner, which are listed in the Mortgage Loan
        Schedule.

       

      “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 related 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 related 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 a 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 related 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 April 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,
        the
        Group II Principal Distribution Amount and the Group III Principal Distribution
        Amount to the Certificates then entitled to distributions of principal on
        such
        Distribution Date) is equal to or greater than 40.70%.

       

      “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 a Servicer (or a Sub-Servicer), the Master
        Servicer, the Custodian or the Trust Administrator. With respect to Countrywide,
        “Subcontractor” shall have the meaning set forth in the Countrywide 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. With respect to Countrywide,
        “Sub-Servicer” shall have the meaning set forth in the Countrywide 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 related
        Servicer.

       

      “Sub-Servicing
        Agreement”: The written contract between the related 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 related 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.

       

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

       

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

       

      “Termination
        Price”: As defined in Section 9.01.

       

      “Terminator”:
        As defined in Section 9.01.

       

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

       

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

       

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

       

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

       

      (a) the
        Delinquency Percentage exceeds 39.25% 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

              
	
                April
                  2009 through March 2010

              	 	
                1.45%

              
	
                April
                  2010 through March 2011

              	 	
                3.20%

              
	
                April
                  2011 through March 2012

              	 	
                5.05%

              
	
                April
                  2012 through March 2013

              	 	
                6.55%

              
	
                April
                  2013 and thereafter

              	 	
                7.35%

              


      

      


      “Trust”:
        Citigroup Mortgage Loan Trust 2007-AMC2.

       

      “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, 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 SRO Mortgage
        Loans.

       

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

       

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

       

      “Uncertificated
        Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
        determination. As of the Closing Date, the Uncertificated Balance of each
        REMIC
        Regular Interest shall equal the amount set forth in the Preliminary Statement
        hereto as its initial Uncertificated Balance. On each Distribution Date,
        the
        Uncertificated Balance of each REMIC Regular Interest shall be reduced by
        all
        distributions of principal made on such REMIC Regular Interest on such
        Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
        and appropriate, shall be further reduced on such Distribution Date by Realized
        Losses as provided in Section 4.04. The Uncertificated Balance of REMIC I
        Regular Interest I-LTZZ shall be increased by interest deferrals as provided
        in
        Section 4.01. With respect to the Class CE-1 Interest as of any date of
        determination, an amount equal to the excess, if any, of (A) the then aggregate
        Uncertificated Principal Balance of the REMIC 1 Regular Interests over (B)
        the
        then aggregate Certificate Principal Balance of the Floating Rate Certificates
        and the Class P Certificates then outstanding. With respect to the Class
        CE-2
        Interest as of any date of determination, an amount equal to the aggregate
        Stated Principal Balance of the SRO Mortgage Loans for such Distribution
        Date.
        The Uncertificated Principal Balance of each REMIC Regular Interest that
        has an
        Uncertificated Principal Balance shall never be less than zero.

       

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

       

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

       

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

       

      “Value”:
        With respect to any Mortgaged Property, the lesser of (i) the value thereof
        as
        determined by an appraisal made for the 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.

       

      
        	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 Servicers pursuant to Section 3.24 or the Master
        Servicer pursuant to Section 3A.10) 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
        Regular Interests for any Distribution Date:

       

      (a)  The
        REMIC
        I Marker Allocation Percentage of the aggregate amount of any Prepayment
        Interest Shortfalls (to the extent not covered by payments by the Servicers
        pursuant to Section 3.24 or the Master Servicer pursuant to Section 3A.10)
        and
        the REMIC I Marker Allocation Percentage of any Relief Act Interest Shortfalls
        incurred in respect of the Mortgage Loans for any Distribution Date shall
        be
        allocated among REMIC I Regular Interest I-LTAA, REMIC I Regular Interest
        I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3A,
        REMIC
        I Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular
        Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
        I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
        REMIC
        I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
        Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
        I-LTM10 and REMIC I Regular Interest I-LTZZ pro rata based on, and to the
        extent
        of, one month’s interest at the then applicable respective REMIC I Remittance
        Rate on the respective Uncertificated Balance of each such REMIC I Regular
        Interest; and

       

      (b)  The
        REMIC
        I Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
        Interest Shortfalls (to the extent not covered by payments by the Servicers
        pursuant to Section 3.24 or the Master Servicer pursuant to Section 3A.10)
        and
        the REMIC I Sub WAC Allocation Percentage of any Relief Act Interest Shortfalls
        incurred in respect of the Mortgage Loans for any Distribution Date shall
        be
        allocated first, to Uncertificated Interest payable to REMIC I Regular Interest
        I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest I-LT2SUB,
        REMIC I Regular Interest I-LT2GRP, REMIC I Regular Interest I-LT3SUB, REMIC
        I
        Regular Interest I-LT3GRP and REMIC I Regular Interest I-LTXX, pro rata based
        on, and to the extent of, one month’s interest at the then applicable respective
        REMIC I Remittance Rate on the respective Uncertificated Balance of each
        such
        REMIC I Regular Interest.

       

      ARTICLE
        II  

       

      CONVEYANCE
        OF MORTGAGE LOANS;

      ORIGINAL
        ISSUANCE OF CERTIFICATES

       

      
        	SECTION
                2.01      	
                Conveyance
                  of Mortgage Loans.

              


      

       

      The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey to the Trustee without recourse
        for the benefit of the Certificateholders all the right, title and interest
        of
        the Depositor, including any security interest therein for the benefit of
        the
        Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
        Schedule, the rights of the Depositor under the Mortgage Loan Purchase
        Agreement, payments made to the Trust Administrator by the Cap Administrator
        under the Cap Administration Agreement and the Cap Account, and all other
        assets
        included or to be included in REMIC I. Such assignment includes all interest
        and
        principal received by the Depositor or the related 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 with respect to the SRO Mortgage Loans.
        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 with respect to the SRO Mortgage Loans.

       

      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 related 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 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 (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
        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 related 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 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 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 related Servicer and such
        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 related Servicer will have any
        obligation for its failure to receive or act on notices with respect to such
        Mortgage Loan that the Trustee or such 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 related Servicer
        to,
        and the related Servicer agrees that it will not and will not permit a
        Sub-Servicer to, alter the codes referenced in this paragraph with respect
        to
        any Mortgage Loan during the term of this Agreement unless and until such
        Mortgage Loan is repurchased in accordance with the terms of this
        Agreement.

       

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

       

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

       

      All
        original documents relating to the Mortgage Loans that are not delivered
        to the
        Trustee (or the Custodian on behalf of the Trustee) are and shall be held
        by or
        on behalf of the Sponsor, the Depositor or the 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 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 related 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 related 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 related 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, a 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
        related Servicer for deposit into the related Collection Account, and such
        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 related Servicer or any other party
        hereto or receipt of notice by the Depositor of the breach of any
        representation, warranty or covenant of the related Servicer set forth in
        Section 2.05 which materially and adversely affects the interests of the
        Certificateholders in any Mortgage Loan, the related 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 related 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 related 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 related 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 related Servicer for deposit in the
        related
        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 related 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, a 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 Servicers and the Master
                  Servicer.

              


      

       

      (a)  Each
        of
        the Servicers hereby represent, warrant and covenant 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)  Such
        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 such 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)  Such
        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 such 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 such Servicer, enforceable against such 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 such Servicer, the servicing
        of the
        Mortgage Loans by such 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 such Servicer and
        will
        not (A) result in a breach of any term or provision of the charter or by-laws
        of
        such 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 such Servicer is a party or by which it
        may be
        bound, or any statute, order or regulation applicable to such Servicer of
        any
        court, regulatory body, administrative agency or governmental body having
        jurisdiction over such Servicer; and such 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 such Servicer’s
        knowledge, would in the future materially and adversely affect, (x) the ability
        of such Servicer to perform its obligations under this Agreement or (y) the
        business, operations, financial condition, properties or assets of such Servicer
        taken as a whole;

       

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

       

      (v)  No
        litigation is pending against such Servicer that would materially and adversely
        affect the execution, delivery or enforceability of this Agreement or the
        ability of such 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 such Servicer
        of, or compliance by such 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)  Such
        Servicer covenants that its computer and other systems used in servicing
        the
        Mortgage Loans operate in a manner such that such Servicer can service the
        Mortgage Loans in accordance with the terms of this Agreement; 

       

      (viii)  Such
        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

       

      (ix)  Such
        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 Servicers,
        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 related Servicer set forth in Section 2.03(c) to cure breaches
        shall constitute the sole remedies against the related 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 Servicers, the Trust Administrator, the Depositor and the
        Certificateholders. Upon discovery by any of the Depositor, the Servicers,
        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
        II.

       

      
        	SECTION
                2.07      	
                Authorization
                  to Enter into Interest Rate Cap
                  Agreement.

              


      

       

      The
        Trust
        Administrator, not in its individual capacity but solely in its separate
        capacity as Cap Trustee, is hereby directed 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 Servicers 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 in its capacity as
        Cap
        Trustee 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.

       

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

              


      

       

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

       

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

       

      (c)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Class
        CE-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-III 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-III Interest). The interests evidenced
        by the Class R-III Interest, together with the Class CE-1 Certificates,
        constitute the entire beneficial ownership interest in REMIC III.

       

      (d)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Class
        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-IV 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-IV Interest). The interests evidenced
        by
        the Class R-IV Interest, together with the Class CE-2 Certificates, constitute
        the entire beneficial ownership interest in REMIC IV.

       

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

       

      (f)  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 and (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, 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 and the Class R-II Interest and (B) the Class R-X Certificates in
        authorized denominations evidencing the Class R-III Interest, the Class R-IV
        Interest and the Class R-V Interest.

       

      ARTICLE
        III  

       

      ADMINISTRATION
        AND SERVICING

      OF
        THE
        MORTGAGE LOANS

       

      
        	SECTION
                3.01     	
                Servicer
                  to Act as Servicer.

              


      

       

      Unless
        otherwise specified, all references to actions to be taken by “the Servicer”
under this Article III or any other provision of this Agreement with respect
        to
        a Mortgage Loan or Mortgage Loans or with respect to an REO Property or REO
        Properties shall be to actions to be taken or previously taken by the related
        Servicer with respect to a Mortgage Loan or Mortgage Loans serviced thereby
        or
        with respect to an REO Property or REO Properties administered thereby.
        Furthermore, unless otherwise specified, all references to actions to be
        taken
        or previously taken by “the Servicer” under this Article III or any other
        provision of this Agreement with respect to “the Collection Account” or “the
        Servicing Account” shall be to actions to be taken or previously taken by each
        Servicer with respect to the Collection Account or an escrow account to be
        established and maintained thereby. Consistent with the foregoing, but only
        insofar as the context so permits, this Article III is to be read with respect
        to each Servicer as if such Servicer alone was servicing and administering
        its
        respective Mortgage Loans hereunder.

       

      Each
        of
        the Servicers shall service and administer its respective 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
        Countrywide with respect to the Mortgage Loans serviced by Countrywide and
        Regulation AB shall be solely as set forth in the Countrywide 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-Servicers.

              


      

       

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

       

      Any
        Sub-Servicing Agreement shall include the provision that such agreement may
        be
        immediately terminated by the 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.

              


      

       

      Each
        Servicer shall be liable in accordance herewith only to the extent of the
        obligations specifically imposed by this Agreement and undertaken hereunder
        by
        the related 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-Servicers and Trustee, Trust
                  Administrator or
                  Certificateholders.

              


      

       

      Any
        Sub-Servicing Agreement that may be entered into and any transactions or
        services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
        as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
        and the Trustee, the 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 Master
                  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 Master 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
        Master Servicer elects to terminate any Sub-Servicing Agreement in accordance
        with its terms as provided in Section 3.03. Upon such assumption, the Master
        Servicer or the successor servicer for the Master 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 Master Servicer, its designee
        or
        any successor servicer shall be deemed to have assumed any liability or
        obligation of the Servicer that arose before it ceased to be the
        Servicer.

       

      The
        Servicer at its expense shall, upon request of the 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).

       

      
        	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)  Each
        Servicer shall deliver to the Trust Administrator in immediately available
        funds
        for deposit in the Distribution Account and, in
        the
        case of Ocwen and GMAC such funds shall be deposited on or before 2:00 p.m.
        New
        York time,
        on the
        related Servicer Remittance Date, that portion of the Available Distribution
        Amount (calculated without regard to the subtraction therefrom of the Credit
        Risk Manager Fee) for the related Distribution Date then on deposit in the
        Collection Account, the amount of all Prepayment Charges collected during
        the
        applicable Prepayment Period by the Servicer and Servicer Prepayment Charge
        Payment Amounts in connection with the Principal Prepayment of any of the
        Mortgage Loans then on deposit in the Collection Account.

       

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

       

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

       

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

       

      Each
        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,
        Countrywide 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. With respect to the SRO Mortgage Loans, GMAC agrees that the Servicing
        Rights Owner has the right to the Servicing Fee, less an amount to be retained
        by GMAC as its servicing compensation as agreed to by the Servicing Rights
        Owner
        and GMAC. 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.

              


      

       

      Each
        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. Each Servicer shall deliver,
        or
        cause any entity determined by such Servicer to be a Sub-Servicer to deliver,
        a
        similar Annual Statement of Compliance by any Sub-Servicer to which such
        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 such Servicer. 

       

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

       

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

       

      Failure
        of a 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 such Servicer Event of Default, the
        Trustee or the Master Servicer, as applicable, may, and at the direction
        of the
        Depositor must, 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 such Servicer under
        this
        Agreement and in and to the Mortgage Loans and the proceeds thereof without
        compensating such 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 a 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 Servicers, 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 Servicers, 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 related
        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 Servicers with its own assessment of compliance to
        be
        submitted to the Trust Administrator pursuant to this Section.

       

      In
        the
        event a 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 Servicers, 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
        Servicers, 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
        Servicers with its own attestation to be submitted to the Trust Administrator
        pursuant to this Section.

       

      In
        the
        event a 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 Servicers 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 such 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 such
        Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
        thereof without compensating such Servicer for the same; provided, however,
        the
        Depositor shall not be entitled to instruct the Trustee to terminate the
        rights
        and obligations of a Servicer pursuant to the above if a failure of such
        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 (other than such Servicer’s rights to reimbursement of
        unreimbursed P&I Advances and Servicing Advances and accrued and unpaid
        Servicing Fees in the manner provided in this Agreement). This paragraph
        shall
        supersede any other provision in this Agreement or any other agreement to
        the
        contrary.

       

      Each
        of
        the Servicers, 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:

       

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

       

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

       

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

       

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

       

      unless,
        in any such case, the Servicer has obtained an Opinion of Counsel, provided
        to
        the Trust Administrator, 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:

       

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

       

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

       

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

       

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

       

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


       

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

              


      

       

      Each
        Servicer shall deliver to the Trust Administrator for deposit into the
        Distribution Account and, in the case of Ocwen and GMAC such funds shall
        be
        deposited on or before 2:00 p.m. New York time, on the related 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 a 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 related 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, such Servicer shall pay to the Master Servicer
        interest on any such late payment at an annual rate equal to the Prime Rate,
        adjusted as of the date of each change, plus three percentage points, but
        in no
        event greater than the maximum amount permitted by applicable law; provided
        however, with respect to Countrywide, such annual rate shall be equal to
        the
        Prime Rate, adjusted as of the date of each change, plus one percentage point.
        Such interest shall be remitted to the Trust Administrator for deposit in
        the
        Distribution Account by the related 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 such 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
        IA


      ADMINISTRATION
        AND SERVICING

      OF
        THE
        MORTGAGE LOANS

       

      
        	SECTION
                1A.01      	
                Master
                  Servicer to Act as Master Servicer

              


      

       

      The
        Master Servicer shall supervise, monitor and oversee the obligations of the
        Servicers 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 Servicers 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 each
        Servicer and shall cause each Servicer to perform and observe the covenants,
        obligations and conditions to be performed or observed by such Servicer under
        this Agreement. The Master Servicer shall independently monitor each 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 each 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 each Servicer to the related 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 Servicers 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
                1A.02      	
                [Reserved].

              


      

       

      
        	SECTION
                1A.03      	
                Monitoring
                  of the Servicers.

              


      

       

        The
        Master Servicer shall be responsible for reporting to the Trustee, the Trust
        Administrator and the Depositor the non-compliance by each Servicer with
        its
        duties under this Agreement. In the review of each Servicer’s activities, the
        Master Servicer may rely upon an Officers’ Certificate of such Servicer (or
        similar document signed by a Servicing Officer of a 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 a Servicer should
        be terminated due to the occurrence of a 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 a 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 a Servicer, the Trustee), for
        the
        benefit of the Certificateholders, shall enforce the obligations of each
        Servicer under this Agreement, and shall, in the event that it receives notice
        and confirms that a Servicer has failed to perform its obligations in accordance
        with this Agreement, subject to the preceding paragraph, terminate the rights
        and obligations of such Servicer hereunder and in accordance with the provisions
        of Article VII of this Agreement and 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 90 days) 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 a Servicer, 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 a
        Servicer as a result of a 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 a Servicer, the Trustee) shall,
        upon receipt from a Servicer, the Master Servicer or the Trust Administrator,
        of
        notice of any failure of such 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
                1A.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
                1A.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 a 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 a Servicer, upon written request from a Servicing Officer, with
        any
        powers of attorney empowering the Master Servicer or a 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 related 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
                1A.06      	
                Due
                  on Sale Clauses; Assumption
                  Agreements.

              


      

       

      To
        the
        extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
        Servicer shall cause each 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
                1A.07      	
                [Reserved].

              


      

       

      
        	SECTION
                1A.08      	
                Documents,
                  Records and Funds in Possession of Master Servicer to be Held for
                  Trustee.

              


      

       

        The
        Master Servicer and the Servicers 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 a 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 related Servicer in respect of any Mortgage Loan or which otherwise are
        collected by the Master Servicer or by the related 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 related 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 Servicers 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 related 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 related
        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
        related 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 related Servicer under this Agreement.

       

      
        	SECTION
                1A.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 related 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
                1A.10      	
                Obligations
                  of the Master Servicer in Respect of Prepayment Interest
                  Shortfalls.

              


      

       

      In
        the
        event of a Prepayment Interest Shortfall, the Master Servicer shall remit
        to the
        Trust Administrator, from its own funds and without right of reimbursement
        (except as described below), not later than the related Distribution Date,
        Compensating Interest in an amount equal to the lesser of (i) the aggregate
        amounts in respect of Compensating Interest required to be paid by the Servicers
        pursuant to Section 3.24 with respect to Prepayment Interest Shortfalls
        attributable to Principal Prepayments in full on the Mortgage Loans for the
        related Distribution Date and not so paid by the Servicers and (ii) the
        aggregate compensation payable to the Master Servicer for the related collection
        period under this Agreement. In the event the Master Servicer pays any amount
        in
        respect of such Compensating Interest prior to the time it shall have succeeded
        as successor servicer, the Master Servicer shall be subrogated to the Trust
        Fund’s right to receive such amount from the Servicers. In the event the Trust
        Fund receives from the Servicers all or any portion of amounts in respect
        of
        Compensating Interest required to be paid by the Servicers pursuant to Section
        3.24, not so paid by the Servicers when required, and paid by the Master
        Servicer pursuant to this Section 3A.10, then the Master Servicer may
        reimburse itself for the amount of Compensating Interest paid by the Master
        Servicer from such receipts by the Trust Fund.

       

      
        	SECTION
                1A.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 Servicers, 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 related Servicer from the
        related
        Collection Account;

       

      (2) 
         Any
        Advances received from the Servicers or made by the Master Servicer or (if
        the
        Master Servicer is a Servicer) the Trustee (in each case in its capacity
        as
        successor servicer), and any payments of Compensating Interest received from
        the
        Servicers or made by the Master Servicer (unless, in the case of the Master
        Servicer, such amounts are deposited by the Master Servicer directly into
        the
        Distribution Account);

       

      (3) 
         Any
        Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
        the
        Master Servicer or which were not deposited in the related 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
                1A.12      	
                Permitted
                  Withdrawals and Transfers from the Distribution
                  Account.

              


      

       

        The
        Trust
        Administrator will, from time to time on demand of the Master Servicer, the
        Servicers 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 Servicers, 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 related
        Servicer, only to the extent such 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 a 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 a 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 related Servicer
        any such amounts as are due thereto under this Agreement and have not been
        retained by or paid to the related Servicer, to the extent provided in this
        Agreement and to refund to the related Servicer any amount remitted by such
        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
        withdraw any amount deposited in the Distribution Account in error;
        and

       

      (xiv)     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 a 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 and the Master Servicer shall deposit in the Distribution Account
        any
        Compensating Interest required to be paid, in either such case 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,
        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 and Group III
        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 and the Group III Interest Remittance
        Amount, as applicable, as set forth in Section 4.01(a)(1)(II)(i) and Section
        4.01(a)(1)(III)(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)  to
        the
        Holders of the Group II Certificates, the Senior Interest Distribution Amount
        related to such Certificates; and

       

      (ii)  concurrently,
        to the Holders of each Class of Group I Certificates and Group III 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 I Interest Remittance Amount and the Group III Interest Remittance
        Amount, as applicable, as set forth in Section 4.01(a)(1)(I)(i) above and
        Section 4.01(a)(1)(III)(i) below.

       

      (III)     On
        each
        Distribution Date, the Group III 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 III 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)  concurrently,
        to the Holders of the Group I Certificates and the Group II Certificates,
        the
        Senior Interest Distribution Amount related to such Certificates, remaining
        undistributed after the distribution of the Group I Interest Remittance Amount
        and the Group II Interest Remittance Amount, as applicable, as set forth
        in
        Section 4.01(a)(1)(I)(i) and Section 4.01(1)(II)(i) above.

       

      (IV)     On
        each
        Distribution Date, following the distributions made pursuant to Section
        4.01(a)(1)(I), (II) and (III) above, any remaining Group I Interest Remittance
        Amount, Group II Interest Remittance Amount and Group III 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 and Class
        M-10
        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)  concurrently,
        to the Holders of the Group II Certificates and the Group III Certificates
        (allocated among the Classes of Group III 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 and the Group III Principal Distribution
        Amount, as described in Section 4.01(a)(2)(II)(i) and 4.01(a)(2)(III)(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, until the Certificate Principal Balance
        of
        such Class has been reduced to zero; and

       

      (ii)  concurrently,
        to the Holders of the Group I Certificates and the Group III Certificates
        (allocated among the Classes of Group III Certificates in the priority described
        in Section 4.01(a)(4) below), after taking into account the distribution
        of the
        Group I Principal Distribution Amount and the Group III Principal Distribution
        Amount, as described in Section 4.01(a)(2)(I)(i) above and Section
        4.01(a)(2)(III)(i) below, until the Certificate Principal Balances of such
        Classes have 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 Group III Principal Distribution Amount shall be distributed
        in the following order of priority:

       

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

       

      (IV)     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, the Group
        II
        Principal Distribution Amount and the Group III 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 and Class M-10 Certificates, in that
        order,
        in each case, until the Certificate Principal Balance of such Class has 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 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)  concurrently,
        to the Holders of the Group II Certificates and the Group III Certificates
        (allocated among the Classes of Group III 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 and the Group III Principal Distribution
        Amount, as described in Section 4.01(a)(2)(VI)(i) and 4.01(a)(2)(VII)(i)
        below,
        up to an amount equal to the Group II Senior Principal Distribution Amount
        and
        the Group III Senior Principal Distribution Amount remaining undistributed,
        until the Certificate Principal Balances of such Classes have 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 Group II Principal Distribution Amount shall
        be
        distributed in the following order of priority:

       

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

       

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

       

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

       

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

       

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

       

      (VIII)     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,
        the Group II Principal Distribution Amount and the Group III 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; and

       

      (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. 

       

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

       

      (i)  to
        the
        Holders of the Class or Classes of Certificates then entitled to receive
        distributions in respect of principal, as part of the Principal Distribution
        Amount in an amount equal to the Overcollateralization Increase Amount for
        the
        Certificates, distributable as part of the Group I Principal Distribution
        Amount, the Group II Principal Distribution Amount and the Group III 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 and Class M-10 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 and Class M-10 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
        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

       

      (vi)  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 III Certificates, all principal distributions will be
        distributed sequentially, to the Class A-3A, Class A-3B and Class A-3C
        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-3A,
        Class
        A-3B and Class A-3C 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 and Class M-10 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 Floating Rate Certificates then entitled
        to
        receive distributions in respect of principal, in an amount equal to the
        difference between (x) the Overcollateralization Deficiency Amount, if any,
        and
        (y) the amount distributed pursuant to Section 4.01(a)(2) of this
        Agreement;

       

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

       

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

       

      (i)  to
        Holders of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1,
        REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC
        I
        Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA3C, REMIC I Regular
        Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
        I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
        REMIC
        I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
        Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
        I-LTM10, REMIC I Regular Interest I-LTZZ and REMIC I Regular Interest I-LTP,
        in
        an amount equal to (A) the Uncertificated Interest for such Distribution
        Date,
        plus (B) any amounts in respect thereof remaining unpaid from previous
        Distribution Dates. Amounts payable as Uncertificated Interest in respect
        of
        REMIC I Regular Interest I-LTZZ shall be reduced when the sum of the REMIC
        I
        Overcollateralized Amount is less than the REMIC I Required Overcollateralized
        Amount, by the lesser of (x) the amount of such difference and (y) the Maximum
        I-LTZZ Uncertificated Interest Deferral Amount and such amounts will be payable
        to the Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest
        I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B,
        REMIC I Regular Interest I-LTA3C, REMIC I Regular Interest I-LTM1, REMIC
        I
        Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
        Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
        I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8,
        REMIC
        I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10, in the same
        proportion as the Overcollateralization Increase Amount is allocated to the
        Corresponding Certificates and the Uncertificated Balance of REMIC I Regular
        Interest I-LTZZ shall be increased by such amount;

       

      (ii)  to
        Holders of REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP,
        REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP, REMIC
        I
        Regular Interest I-LT3SUB, REMIC I Regular Interest I-LT3GRP and REMIC I
        Regular
        Interest I-LTXX, pro
        rata,
        in an
        amount equal to (A) the Uncertificated Interest for such Distribution Date,
        plus
        (B) any amounts in respect thereof remaining unpaid from previous Distribution
        Dates;

       

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

       

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

       

      (b) 2.00%
        of
        such remainder (less the amount payable in clause (v) below) first, to the
        Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
        REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC
        I
        Regular Interest I-LTA3C, REMIC I Regular Interest I-LTM1, REMIC I Regular
        Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
        I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6,
        REMIC
        I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
        Interest I-LTM9 and REMIC I Regular Interest I-LTM10, and in the same proportion
        as principal payments are allocated to the Corresponding Certificates, until
        the
        Uncertificated Balances of such REMIC I Regular Interests are reduced to
        zero
        and second, to the Holders of REMIC I Regular Interest I-LTZZ, until the
        Uncertificated Balance of such REMIC I Regular Interest is reduced to zero;
        

       

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

       

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

       

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

       

      (b)  On
        each
        Distribution Date, for so long as GMAC is the Servicer of the SRO Mortgage
        Loans, the Trust Administrator shall distribute from amounts on deposit in
        the
        Distribution Account to the Holders of the Class CE-2 Certificates, with
        respect
        to each such SRO Mortgage Loan, one-twelfth of the product of (i) the excess
        of
        the Servicing Fee Rate over the GMAC Servicing Fee Rate, if any, multiplied
        by
        (ii) the Scheduled Principal Balance of the related 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 Servicers 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 related 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 related 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
        Servicers), the Trust Administrator shall prepare and make available on its
        website to each Holder of the Regular Certificates a statement as to the
        distributions made on such Distribution Date setting forth:

       

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

       

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

       

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

       

      (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
        related
        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 Servicers pursuant to
        Section
        3.24 or the Master Servicer pursuant to Section 3A.10;

       

      (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
        Significance Percentage for such Distribution Date; and

       

      (xxix)  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 Servicers, the Depositor,
        the
        Credit Risk Manager, the Interest Rate Cap 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 (301) 815-6600. 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
        related 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. Each
        Servicer
        hereby represents and warrants to the Depositor that such Servicer is not
        subject to any delinquency recognition policy established by the primary
        safety
        and soundness regulator, if any, of such 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 Servicers
        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 Servicers.

       

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

       

      For
        each
        Distribution Date, the Trust Administrator shall calculate the Significance
        Percentage of the Interest Rate Cap Agreement. If on any 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 as required by Item
        1115
        of Regulation AB.

       

      
        	SECTION
                4.03      	
                Remittance
                  Reports; P&I Advances.

              


      

       

      (a)  With
        respect to GMAC, no later than the 10th
        day of
        each calendar month, with respect to Ocwen, no later than the 18th
        day of
        each calendar month and with respect to Countrywide, no later than 2:00 p.m.
        New
        York time on the third Business Day following the related Prepayment Period,
        each Servicer shall deliver to the Master Servicer and the Trust Administrator,
        in a mutually agreed upon electronic format or by such other means as such
        Servicer and the Trust Administrator 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 advice 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 such
        Servicer and the Trust Administrator and, with respect to Remittance Reports
        delivered by Countrywide only, in the format set forth in Exhibit O-1, Exhibit
        O-2 and Exhibit O-3). No later than three Business Days after the 15th
        day of
        each calendar month, each 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 such 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 such Servicer.

       

      (b)  With
        respect to any Mortgage Loan on which a Monthly Payment was due during the
        related Due Period and delinquent on the related Determination Date, the
        amount
        of the Servicer's P&I Advance will be equal to the amount of the Monthly
        Payment (net of the related Servicing Fee) that is delinquent as of the close
        of
        business on the related Determination Date; provided, however, that with
        respect
        to any Balloon Mortgage Loan that is delinquent on its maturity date, neither
        the Servicers nor the Master Servicer will be required to advance the related
        Balloon Payment but will be required to continue to make Advances in accordance
        with this Section 4.03(b) with respect to such Balloon Mortgage Loan in an
        amount equal to an assumed scheduled interest that would otherwise be due
        based
        on the original amortization schedule for that Balloon Mortgage Loan (with
        each
        interest portion thereof net of the related Servicing Fee). With respect
        to each
        REO Property, which REO Property was acquired during or prior to the related
        Prepayment Period and as to which such REO Property an REO Disposition did
        not
        occur during the related Prepayment Period, an amount equal to the excess,
        if
        any, of the Monthly Payment (net of the related Servicing Fee) that would
        have
        been due on the related Due Date in respect of the related Mortgage Loan,
        over
        the net income from such REO Property deposited in the related Collection
        Account pursuant to Section 3.23 for distribution on such Distribution
        Date.

       

      Each
        Servicer shall remit in immediately available funds to the Trust Administrator
        for deposit in the Distribution Account and, in the case of Ocwen and GMAC
        such
        funds shall be remitted on or before 2:00 p.m. New York time, on the related
        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 related
        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 related Collection Account that amounts held for future distribution
        have
        been, as permitted by this Section 4.03, used by the related 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 related Servicer with respect to the Mortgage Loans. Any amounts held
        for
        future distribution used by a Servicer to make a P&I Advance as permitted in
        the preceding sentence shall be appropriately reflected in the related
        Servicer’s records and replaced by the related Servicer by deposit in the
        related 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 related 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 related 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 each 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 a 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 a 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 a 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
        related Servicer to the Trust Administrator.

       

      (e)  In
        the
        event a 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), such Servicer will be terminated, and, in
        accordance with Sections 7.01(a) and 7.02, the Master Servicer or (if the
        Master
        Servicer is a Servicer) the Trustee (in its respective capacity as successor
        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
        related Servicer was required to make such P&I Advance or Servicing Advance,
        subject to the Master Servicer’s or the Trustee’s (or other successor
        servicer’s) determination of recoverability. None of the Master Servicer, the
        Servicers or the Trustee (or other successor 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 Master Servicer (or other successor
        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, each 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, each 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 each Servicer shall be either included in the related Remittance
        Report (in form and format reasonably required and mutually agreed upon by
        the
        Servicers and the Master Servicer) or evidenced by an Officers’ Certificate
        delivered to the Trust Administrator and the Trustee by the related 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, third, to the Class CE-1 Certificates, until the Certificate
        Principal Balance thereof has been reduced to zero; fourth, to the Class
        M-10
        Certificates, until the Certificate Principal Balance thereof has been reduced
        to zero, fifth, to the Class M-9 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero, sixth, to the Class M-8 Certificates
        until the Certificate Principal Balance thereof has been reduced to zero;
        seventh, to the Class M-7 Certificates, until the Certificate Principal Balance
        thereof has been reduced to zero; eighth, to the Class M-6 Certificates,
        until
        the Certificate Principal Balance thereof has been reduced to zero; ninth,
        to
        the Class M-5 Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero; tenth, to the Class M-4 Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; eleventh,
        to the
        Class M-3 Certificates, until the Certificate Principal Balance thereof has
        been
        reduced to zero; twelfth, to the Class M-2 Certificates, until the Certificate
        Principal Balance thereof has been reduced to zero; and thirteenth, 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)  The
        REMIC
        I Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
        shall be allocated by the Trust Administrator on each Distribution Date to
        the
        following REMIC I Regular Interests in the specified percentages, as follows:
        first, to Uncertificated Interest payable to the REMIC I Regular Interest
        I-LTAA
        and REMIC I Regular Interest I-LTZZ up to an aggregate amount equal to the
        REMIC
        I Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
        Uncertificated Balances of the REMIC I Regular Interest I-LTAA and REMIC
        I
        Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I Principal
        Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
        Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM10
        and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until
        the
        Uncertificated Balance of REMIC I Regular Interest I-LTM10 has been reduced
        to
        zero; fourth, to the Uncertificated Balances of REMIC I Regular Interest
        I-LTAA,
        REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ, 98%,
        1% and
        1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest
        I-LTM9 has been reduced to zero; fifth, to the Uncertificated Balances of
        REMIC
        I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM8 and REMIC I Regular
        Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
        of REMIC I Regular Interest I-LTM8 has been reduced to zero; sixth, to the
        Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
        Interest I-LTM7 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Balance of REMIC I Regular Interest
        I-LTM7 has been reduced to zero; seventh, to the Uncertificated Balances
        of
        REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC
        I
        Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
        Balance of REMIC I Regular Interest I-LTM6 has been reduced to zero; eighth,
        to
        the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
        Interest I-LTM5 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Balance of REMIC I Regular Interest
        I-LTM5 has been reduced to zero; ninth, to the Uncertificated Balances of
        REMIC
        I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4 and REMIC I Regular
        Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
        of REMIC I Regular Interest I-LTM4 has been reduced to zero; tenth, to the
        Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
        Interest I-LTM3 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Balance of REMIC I Regular Interest
        I-LTM3 has been reduced to zero; eleventh, to the Uncertificated Balances
        of
        REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC
        I
        Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
        Balance of REMIC I Regular Interest I-LTM2 has been reduced to zero and twelfth,
        to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC
        I
        Regular Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98%, 1% and
        1%,
        respectively, until the Uncertificated Balance of REMIC I Regular Interest
        I-LTM1 has been reduced to zero.

       

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

       

      
        	SECTION
                4.05      	
                Compliance
                  with Withholding Requirements.

              


      

       

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

       

      
        	SECTION
                4.06      	
                Net
                  WAC Rate Carryover Reserve Account.

              


      

       

      (a)  No
        later
        than the Closing Date, the Trust Administrator shall establish and maintain
        a
        separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
        Account, 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-AMC2.”

       

      (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. In addition, any payments received by the Trust
        Administrator under the Interest Rate Cap Agreement on each Distribution
        Date
        will be deposited into the Net WAC Rate Carryover Reserve Account. On each
        such
        Distribution Date, the Trust Administrator shall hold all such amounts for
        the
        benefit of the Holders of the Floating Rate Certificates, and shall distribute
        the aggregate Net WAC Rate Carryover Amount, if any, for such Distribution
        Date
        from the Net WAC Rate Carryover Reserve Account to the Holders of the Floating
        Rate Certificates in the amounts and priorities set forth in Section
        4.01(g).

       

      On
        each
        Distribution Date, after the payment of any Net WAC Rate Carryover Amounts
        on
        the Floating Rate Certificates, any amounts remaining in the Net WAC Rate
        Carryover Reserve Account (solely to the extent of payments received by the
        Trust Administrator under the Interest Rate Cap Agreement), shall be payable
        to
        the Trust Administrator as additional compensation to it, subject to the
        immediately following paragraph. For so long as any Floating Rate Certificates
        are beneficially owned by the Depositor or any of its Affiliates, the Depositor
        shall refund or cause such Affiliate to refund any amounts paid to it under
        the
        Interest Rate Cap Agreement to the Trust Administrator who shall, pursuant
        to
        the terms of the Interest Rate Cap Agreement, return such amount to the
        counterparty thereunder.

       

      (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 and
        (ii)
        prepare and file, or cause to be prepared and filed, any necessary federal,
        state or local tax returns for the Net WAC Rate Carryover Reserve Account.
        All
        amounts deposited into the Net WAC Rate Carryover Reserve Account (other
        than
        amounts received under the Interest Rate Cap Agreement) shall be treated
        as
        amounts distributed by REMIC II to the Holder of the Class CE-1 Interest
        and by
        REMIC III 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
        Servicers, 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 Servicers, 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 Servicers, 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 Servicers, 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
        Servicers, 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 Servicers, 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 Servicers, 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 410-715-2380. 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 Servicers
        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. Each 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 Servicers, 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 Servicers
        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 Servicers 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, each 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.

       

      Each
        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
        such Servicer under this Section 4.07 and (ii) any material misstatement
        or
        omission in the Annual Statement of Compliance delivered by such Servicer
        pursuant to Section 3.20 or any Assessment of Compliance delivered by such
        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-AMC2, Asset-Backed Certificates, Series
        2007-AMC2—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 and (ii) prepare and file, or cause to be prepared and filed, any
        necessary federal, state or local tax returns for the Cap Account. The Cap
        Account will be an “outside reserve fund” within the meaning of Treasury
        Regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or
        the
        payment in full of the Floating Rate Certificates, all amounts remaining
        on
        deposit in the Cap Account shall be released by the Trust Fund and distributed
        to the Class CE-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      	
                Collateral
                  Account.

              


      

       

      The
        Trust
        Administrator (in its capacity as Cap Trustee) is hereby directed to perform
        the
        obligations of the Custodian as defined under the Interest Rate Cap Credit
        Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing
        Date, the Interest Rate Cap Custodian shall establish an Interest Rate Cap
        Collateral Account. The Interest Rate Cap Collateral Account shall be held
        in
        the name of the Interest Rate Cap Custodian in trust for the benefit of the
        Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible
        Account and shall be titled “Interest Rate Cap Collateral Account, Wells Fargo
        Bank, N.A., as Interest Rate Cap Custodian for registered Certificateholders
        of
        Citigroup Mortgage Loan Trust 2007-AMC2, Asset-Backed Pass-Through Certificates,
        Series 2007-AMC2.” 

       

      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. 

       

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

              


      

       

      In
        the
        event that the Interest Rate Cap Provider fails to perform any of its
        obligations under the Interest Rate Cap Agreement (including, without
        limitation, its obligation to make any payment or transfer collateral), or
        breaches any of its representations and warranties thereunder, or in the
        event
        that any Event of Default, Termination Event, or Additional Termination Event
        (each as defined in the Interest Rate Cap Agreement) occurs with respect
        to the
        Interest Rate Cap Agreement, the Trust Administrator (in its capacity as
        Cap
        Trustee) shall, promptly following actual 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; provided,
        that the Trust Administrator (in its capacity as Cap Trustee) shall in no
        event
        be liable for any failure or delay in the performance by the Interest Rate
        Cap
        Provider or any Guarantor of its obligations hereunder or pursuant to the
        Interest Rate Cap Agreement and the Guaranty, nor for any special, indirect
        or
        consequential loss or damage of any kind whatsoever (including but not limited
        to lost profits) in connection therewith.

       

      Upon
        an
        early termination of the Interest Rate Cap Agreement other than in connection
        with the optional termination of the Trust, the Trust Administrator (in its
        capacity as Cap Trustee) will, at the direction 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.

       

      ARTICLE
        V

       

      THE
        CERTIFICATES

       

      
        	SECTION
                5.01      	
                The
                  Certificates.

              


      

       

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

       

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

       

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

       

      (b)  The
        Book-Entry Certificates shall initially be issued as one or more Certificates
        held by Book-Entry Custodian or, if appointed to hold such Certificates as
        provided below, the Depository and registered in the name of the Depository
        or
        its nominee and, except as provided below, registration of such Certificates
        may
        not be transferred by the Trust Administrator except to another Depository
        that
        agrees to hold such Certificates for the respective Certificate Owners with
        Ownership Interests therein. The Certificate Owners shall hold their respective
        Ownership Interests in and to such Certificates through the book-entry
        facilities of the Depository and, except as provided below, shall not be
        entitled to definitive, fully registered Certificates (“Definitive
        Certificates”) in respect of such Ownership Interests. All transfers by
        Certificate Owners of their respective Ownership Interests in the Book-Entry
        Certificates shall be made in accordance with the procedures established
        by the
        Depository Participant or brokerage firm representing such Certificate Owner.
        Each Depository Participant shall only transfer the Ownership Interests in
        the
        Book-Entry Certificates of Certificate Owners it represents or of brokerage
        firms for which it acts as agent in accordance with the Depository’s normal
        procedures. The Trust Administrator is hereby initially appointed as the
        Book-Entry Custodian and hereby agrees to act as such in accordance herewith
        and
        in accordance with the agreement that it has with the Depository authorizing
        it
        to act as such. The Book-Entry Custodian may, and if it is no longer qualified
        to act as such, the Book-Entry Custodian shall, appoint, by a written instrument
        delivered to the Depositor, the Servicers, 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 Servicers and
        the
        Depositor may for all purposes (including the making of payments due on the
        Book-Entry Certificates) deal with the Depository as the authorized
        representative of the Certificate Owners with respect to the Book-Entry
        Certificates for the purposes of exercising the rights of Certificateholders
        hereunder. The rights of Certificate Owners with respect to the Book-Entry
        Certificates shall be limited to those established by law and agreements
        between
        such Certificate Owners and the Depository Participants and brokerage firms
        representing such Certificate Owners. Multiple requests and directions from,
        and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
        to any particular matter shall not be deemed inconsistent if they are made
        with
        respect to different Certificate Owners. The Trust Administrator may establish
        a
        reasonable record date in connection with solicitations of consents from
        or
        voting by Certificateholders and shall give notice to the Depository of such
        record date.

       

      If
        (i)(A)
        the Depositor advises the Trust Administrator in writing that the Depository
        is
        no longer willing or able to properly discharge its responsibilities as
        Depository, and (B) the Depositor is unable to locate a qualified successor
        or
        (ii) after the occurrence of a Servicer Event of Default 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
        Servicers, 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 Servicers, 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 Servicers 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.

       

      No
        transfer of any Class CE-1 Certificate shall be made unless the transferee
        of
        such Class CE-1 Certificate provides to the Trust Administrator and the Interest
        Rate Cap 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 thereto))
        as
        a condition to such transfer and agrees to update such forms (i) upon expiration
        of any such form, (ii) as required under then applicable U.S. Treasury
        Regulations and (iii) promptly upon learning that any IRS Form W-9 or IRS
        Form
        W-8BEN, W-8IMY or W-8ECI, as applicable (or any successor thereto)), has
        become
        obsolete or incorrect. In addition, no transfer of any Class CE-1 Certificate
        shall be made if such transfer would cause the Net WAC Rate Carryover Reserve
        Account or the Cap Account to be beneficially owned by two or more persons
        for
        federal income tax purposes, or continue to be so treated, unless (a) each
        proposed transferee of such Class CE-1 Certificate complies with the foregoing
        conditions, (b) the proposed majority Holder of the Class CE-1 Certificates
        (or
        each Holder, if there is or would be no majority Holder) (A) provides, or
        causes
        to be provided, on behalf of the Net WAC Rate Carryover Reserve Account or
        the
        Cap Account the appropriate tax certification form that would be required
        from
        the Net WAC Rate Carryover Reserve Account or the Cap Account to eliminate
        any
        withholding or deduction for taxes from amounts payable by the Interest Rate
        Cap
        Provider pursuant to the Interest Rate Cap Agreement to the Trust Administrator
        and the Interest Rate Cap Provider on behalf of the Net WAC Rate Carryover
        Reserve Account or the Cap Account (i.e. IRS Form W-9 or IRS Form W-8BEN,
        W-9IMY
        or W-8ECI, as applicable (or any successor form thereto) as a condition to
        such
        transfer, together with any applicable attachments) and (B) agrees to update
        such form (x) upon the 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.

       

      Upon
        receipt of any such tax certification form from a transferee of any Class
        CE-1
        Certificate pursuant to the immediately preceding paragraph, the Trust
        Administrator shall provide a copy of any such tax certification form to
        the
        Interest Rate Cap Provider, upon its request, solely to the extent the Interest
        Rate Cap Provider has not received such IRS Form directly from the Holder
        of the
        Class CE-1 Certificates. Each Holder of a Class CE-1 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, the Trust
        Administrator shall be required to forward any tax certification received
        by it
        to the Interest Rate Cap Provider at the last known address provided to it,
        and,
        subject to Section 8.01, shall not be liable for the receipt of such tax
        certification by the Interest Rate Cap Provider, nor any action taken or
        not
        taken by the Interest Rate Cap Provider with respect to such tax certification.
        Any purported sales or transfers of any Class CE-1 Certificate to a transferee
        which does not comply with the requirements of the preceding paragraph shall
        be
        deemed null and void under this 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-1 Certificates
        and
        forwarded to the Interest Rate Cap Provider.

       

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

       

      No
        transfer of a Private Certificate (other than a Class A-1 or Class A-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, (i) in the case of a Class CE-1 Certificate, a Class P Certificate
        or
        Residual Certificate, the Trust Administrator is provided with an Opinion
        of
        Counsel on which the Trust Administrator, the Master Servicer, the Depositor,
        the Trustee and the Servicers 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 Servicers, 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 Servicers, the Trustee,
        the Master Servicer, the Trust Administrator or the Trust Fund or (ii) in
        the
        case of a Class M-10 Certificate, (1) such Person is an insurance company,
        (2)
        the source of funds used to acquire or hold the Certificate or interest therein
        is an “insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I
        and III of PTCE 95-60 have been satisfied. Neither a certification nor an
        Opinion of Counsel will be required in connection with (i) the initial transfer
        of any such Certificate by the Depositor to an Affiliate of the Depositor
        or, in
        the case of the Residual Certificates, the first transfer by an Affiliate
        of the
        Depositor, (ii) the transfer of any such Class CE-1, Class P or Residual
        Certificate to the issuer under the Indenture or the indenture trustee under
        the
        Indenture or (iii) a transfer of any such Class CE-1, Class P or Residual
        Certificate from the issuer under the Indenture or the indenture trustee
        under
        the Indenture to the Depositor or an Affiliate of the Depositor (in which
        case,
        the Depositor or any Affiliate thereof shall have deemed to have represented
        that such Affiliate is not a Plan or a Person investing Plan Assets) and
        the
        Trust Administrator shall be entitled to conclusively rely upon a representation
        (which, upon the request of the Trust Administrator, shall be a written
        representation) from the Depositor of the status of such transferee as an
        affiliate of the Depositor.

       

      Each
        beneficial owner of a Mezzanine Certificate or any interest therein shall
        be
        deemed to have represented, by virtue of its acquisition or holding of that
        certificate or interest therein, that either (i) it is not a Plan investor,
        (ii)
        except in the case of the Class M-10 Certificate, it has acquired and is
        holding
        such Certificate in reliance on 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 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, 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 Servicers, 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 two separate Certificates, each representing
        such
        Holder’s respective Percentage Interest in the Class R-I Interest and the Class
        R-II Interest that was evidenced by the Class R Certificate being exchanged
        and
        (ii) with respect to each Class R-X Certificate, the Holder thereof may
        exchange, in the manner described above, such Class R-X Certificate for three
        separate Certificates, each representing such Holder’s respective Percentage
        Interest in the Class R-III Interest, the Class R-IV Interest and the Class
        R-V
        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 Servicers, 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 Servicers,
        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 each Servicer since the Closing Date
        to
        evidence such Servicer’s determination that any P&I Advance or Servicing
        Advance was, or if made, would be a Nonrecoverable Advance and (E) any and
        all
        Officers’ Certificates delivered to the Trust Administrator by each 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
                  Servicers.

              


      

       

      Each
        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 each 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
                  Servicers.

              


      

       

      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 Servicers 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 Servicers 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 Servicers 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 Servicers shall be a party,
        or any Person succeeding to the business of the Depositor, the Master Servicer
        or the Servicers, shall be the successor of the Depositor, the Master Servicer
        or the Servicers, 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 a Servicer shall be qualified to service
        mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further
        that
        the Rating Agencies’ ratings of the Class A Certificates and the Mezzanine
        Certificates in effect immediately prior to such merger or consolidation
        will
        not be qualified, reduced or withdrawn as a result thereof (as evidenced
        by a
        letter to such effect from the Rating Agencies). Notwithstanding the foregoing,
        with respect to any SRO Mortgage Loan, such successor Servicer shall be
        acceptable to the Servicing Rights Owner.

       

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

              


      

       

      None
        of
        the Depositor, the Master Servicer, the Servicers (and any Sub-Servicer)
        or any
        of the directors, officers, employees or agents of the Depositor, the Master
        Servicer or the Servicers (and any Sub-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 Servicers (and any Sub-Servicer) or any such person
        against
        any breach of warranties, representations or covenants made herein, or against
        any specific liability imposed on the related 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
        Servicers (and any Sub-Servicer) and any director, officer, employee or agent
        of
        the Depositor, the Master Servicer or the Servicers 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 Servicers (and any Sub-Servicer) and
        any
        director, officer, employee or agent of the Depositor, the Master Servicer
        or
        the Servicers (and any Sub-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
        or the
        Servicers (and any Sub-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
        and the Servicers (and any Sub-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 or the Servicers (and any
        Sub-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 and the Servicers (and any Sub-Servicer)
        shall be entitled to be reimbursed therefor from the related 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
        related Collection Account or Distribution Account. The Master Servicer’s, the
        Trust Administrator’s or a 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
        or
        the Servicers 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 Servicers; Servicing Rights Owner Termination
                  Options; Assignment of Master
                  Servicing.

              


      

       

      (a)  None
        of
        the Servicers shall 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 has agreed to assume the duties and obligations of such
        Servicer hereunder or (iii) with respect to any SRO Mortgage Loan, (A) for
        so
        long as GMAC is Servicer, by mutual consent of GMAC and the Servicing Rights
        Owner or (B) in the case of any successor servicer to GMAC as 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 related Servicer and
        delivered to the Trustee, the Master Servicer, and the Trust Administrator
        and,
        in the case of any SRO Mortgage Loan, the Servicing Rights Owner. No resignation
        of the related Servicer shall become effective until the Master Servicer
        or the
        Trustee, as applicable, in accordance with Section 7.02 hereof, or a successor
        servicer shall have assumed such 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, with respect to any SRO Mortgage Loan, the obligations and
        responsibilities of GMAC created hereby shall be terminated without cause
        upon
        30 days’ written notice from the Servicing Rights Owner to GMAC, the Trustee,
        the Master Servicer, the Trust Administrator and the Rating
        Agencies.

       

      Except
        as
        expressly provided herein, each 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 such Servicer hereunder.
        If, pursuant to any provision hereof, the duties of a Servicer are transferred
        to a successor servicer, the entire amount of the Servicing Fee and other
        compensation payable to such 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
                  Servicers.

              


      

       

      Each
        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 such Servicer (and any such Sub-Servicer)
        in
        respect of the related Servicer’s rights and obligations hereunder and access to
        officers of such Servicer (and those of any such Sub-Servicer) responsible
        for
        such obligations. Upon request, each 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
        related Servicer and such other information relating to such 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
        related 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 a Servicer under this Agreement
        and
        may, but is not obligated to, perform, or cause a designee to perform, any
        defaulted obligation of a Servicer under this Agreement or exercise the rights
        of a Servicer under this Agreement; provided that such 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 a Servicer
        and
        is not obligated to supervise the performance of a 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 Servicers
        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 Servicers, 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 Servicers 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
        related
        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
        related 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 a 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 related Servicer by the Depositor, the Trust
        Administrator or the Trustee (in which case notice shall be provided by
        telecopy), or to the related 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 a Servicer duly to observe or perform in any material
        respect any other of the covenants or agreements on the part of the related
        Servicer contained in this Agreement (other than the agreements of the related
        Servicer contained in Section 3.20 and Section 3.21), or the breach by the
        related Servicer of any representation and warranty contained in Section
        2.05
        (other than representation 2.05(b)(ix)), 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 related Servicer by the Depositor,
        the
        Trust Administrator or the Trustee, or to the related 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 related Servicer
        and if such proceeding is being contested by the related 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)  each
        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 such Servicer or of
        or
        relating to all or substantially all of its property; or

       

      (v)  each
        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 a Servicer duly to observe or perform in any material
        respect any other of the covenants or agreements on the part of the related
        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

       

      (vii)  any
        failure of a Servicer to make any P&I Advance on any Servicer Remittance
        Date required to be made from its own funds pursuant to Section 4.03 which
        continues unremedied on the first Business Day, and in the case of Ocwen
        and
        GMAC on or before 5:00 p.m. New York time on such date, after the date upon
        which written notice of such failure, requiring the same to be remedied,
        shall
        have been given to the related Servicer by the Trust Administrator or the
        Trustee (in which case notice shall be provided by telecopy).

       

      If
        a
        Servicer Event of Default described in clauses (i) through (vi) of this Section
        shall occur and be continuing, then, and in each and every such case, so
        long as
        such Servicer Event of Default shall not have been remedied, the Depositor,
        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
        related Servicer (and to the Depositor and the Trust Administrator if given
        by
        the Trustee or to the Trustee and the Trust Administrator if given by the
        Depositor and, in the case of GMAC and any SRO Mortgage Loan, to the Servicing
        Rights Owner), terminate all of the rights and obligations of the related
        Servicer in its capacity as a Servicer under this Agreement, to the extent
        permitted by law, and in and to the Mortgage Loans and the proceeds
        thereof.
        If a
        Servicer Event of Default described in clause (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 related
        Servicer, the Master Servicer and the Depositor, terminate all of the rights
        and
        obligations of the related Servicer in its capacity as a Servicer under this
        Agreement and in and to the Mortgage Loans and the proceeds thereof.
On
        or
        after the receipt by the related Servicer of such written notice, all authority
        and power of the related 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 Master Servicer or
        (if
        the Master Servicer is a Servicer) the Trustee pursuant to and under this
        Section and, without limitation, the Master Servicer or the
        Trustee, as applicable,
        is
        hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
        and deliver on behalf of and at the expense of the related 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. Each 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 Master Servicer or the Trustee,
        as
        applicable, with all documents and records requested by it to enable it to
        assume the related Servicer’s functions under this Agreement, and to cooperate
        with the Master Servicer or the Trustee, as applicable, in effecting the
        termination of the related Servicer’s responsibilities and rights under this
        Agreement, including, without limitation, the transfer within one Business
        Day
        to the Master Servicer or the Trustee, as applicable, for administration
        by it
        of all cash amounts which at the time shall be or should have been credited
        by
        the related Servicer to the related Collection Account held by or on behalf
        of
        the related Servicer, the Distribution Account or any REO Account or Servicing
        Account held by or on behalf of the related Servicer or thereafter be received
        with respect to the Mortgage Loans or any REO Property serviced by the related
        Servicer (provided, however, that such Servicer shall continue to be entitled
        to
        receive all amounts accrued or owing to it under this Agreement on or prior
        to
        the date of such termination, whether in respect of P&I Advances or
        otherwise, and shall continue to be entitled to the benefits of Section 6.03,
        notwithstanding any such termination, with respect to events occurring prior
        to
        such termination). For purposes of this Section 7.01, the Trustee and the
        Trust
        Administrator shall not be deemed to have knowledge of a Servicer Event of
        Default unless a Responsible Officer of the Trustee or the Trust Administrator,
        as the case may be, assigned to and working in the Trustee’s or the Trust
        Administrator’s Corporate Trust Office, as applicable, has actual knowledge
        thereof or unless written notice of any event which is in fact such a Servicer
        Event of Default is received by the Trustee or the Trust Administrator, as
        applicable, and such notice references the Certificates, the Trust Fund or
        this
        Agreement.

       

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

              


      

       

      (a)  On
        and
        after the time a Servicer receives a notice of termination, the Master Servicer
        (or if the Master Servicer is a Servicer, the Trustee) shall be the successor
        in
        all respects to the related Servicer in its capacity as Servicer under this
        Agreement, the related Servicer shall not have the right to withdraw any
        funds
        from the related Collection Account without the consent of the Master Servicer
        or the Trustee, as applicable, and the transactions set forth or provided
        for
        herein and shall be subject to all the responsibilities, duties and liabilities
        relating thereto and arising thereafter placed on the related Servicer (except
        for any representations or warranties of such 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 related
        Servicer’s obligations to make P&I Advances pursuant to Section 4.03;
        provided, however, that if the Master Servicer or the Trustee, as applicable,
        is
        prohibited by law or regulation from obligating itself to make advances
        regarding delinquent mortgage loans, then the Master Servicer or the Trustee,
        as
        applicable, shall not be obligated to make P&I Advances pursuant to Section
        4.03; and provided further, that any failure to perform such duties or
        responsibilities caused by the related Servicer’s failure to provide information
        required by Section 7.01 shall not be considered a default by the Master
        Servicer or the Trustee, as applicable, as successor to the a Servicer
        hereunder. It is understood and acknowledged by the parties hereto that there
        will be a period of transition (not to exceed 90 days) before the transition
        of
        servicing obligations is fully effective. As compensation therefor, the Master
        Servicer or the Trustee, as applicable, shall be entitled to the Servicing
        Fees
        and all funds relating to the Mortgage Loans to which a Servicer would have
        been
        entitled if it had continued to act hereunder (other than amounts which were
        due
        or would become due to such Servicer prior to its termination or resignation).
        Notwithstanding the above, the Master Servicer or the Trustee, as applicable,
        may, if it shall be unwilling to so act, or shall, if it is unable to so
        act or
        if it is prohibited by law from making advances regarding delinquent mortgage
        loans, or if the Holders of Certificates entitled to at least 51% of the
        Voting
        Rights so request in writing to the Master Servicer or the Trustee, as
        applicable, promptly appoint or petition a court of competent jurisdiction
        to
        appoint, an established mortgage loan servicing institution acceptable to
        the
        Rating Agencies and having a net worth of not less than $15,000,000 as the
        successor to a Servicer under this Agreement in the assumption of all or
        any
        part of the responsibilities, duties or liabilities of a Servicer under this
        Agreement. Any successor servicer to GMAC (including the Master Servicer
        or
        Trustee, as applicable) shall, with respect to the SRO Mortgage Loans,
        acknowledge and be subject to the Servicing Rights of the Servicing Rights
        Owner; provided that the Servicing Rights Owner shall give such successor
        servicer at least 30 days prior written notice before exercising its right
        to
        terminate such Servicer or transfer the servicing of the SRO Mortgage Loans
        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 related
        Servicer’s responsibilities, duties and liabilities hereunder. In connection
        with such appointment and assumption described herein, the Master Servicer
        or
        the Trustee, as applicable, may make such arrangements for the compensation
        of
        such successor out of payments on Mortgage Loans as it and such successor
        shall
        agree; provided, however, that no such compensation shall be in excess of
        that
        permitted the related 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 a Servicer under this Agreement, the Master
        Servicer or the Trustee, as applicable, shall act in such capacity as
        hereinabove provided.

       

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

       

      
        	SECTION
                7.03      	
                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 a Servicer or the Master Servicer pursuant to Section 7.01
        above
        or any appointment of a successor to a 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 a 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 a 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 a 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 a Servicer Event of Default or Master Servicer Event of
        Default, and after the curing of all such 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 a 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 related Collection Account
        at
        the direction of the related Servicer pursuant to Section 3.12; and

       

      (viii)  Any
        request or direction of the Depositor, the Servicers 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 Servicers in respect of the
        Mortgage Loans or deposited in or withdrawn from the related Collection Account
        by the related 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
        a
        Servicer’s or the Master Servicer’s obligations in connection with this
        Agreement for which the related 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)  Each
        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 related 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 a Servicer to the Trustee, the Trust Administrator or the Custodian shall
        be
        from such 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 Servicers 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
        a
        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 a
        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 Servicers 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.

       

      
        	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 Servicers 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 Servicers and the Trustee may consider
        necessary or desirable. If the Servicers 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
        Servicers, 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, the respective obligations and responsibilities under this
        Agreement of the Depositor, the Master Servicer, the Servicers, the Trustee
        and
        the Trust Administrator with respect to the Mortgage Loans (other than the
        obligations of the Servicers and the Master Servicer to the Trustee and the
        Trust Administrator pursuant to Section 8.05 and of the Servicers 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
        Terminator, as defined below, (on a servicing retained basis) of all Mortgage
        Loans and each related REO Property remaining in REMIC I and (ii) the final
        payment or other liquidation (or any advance with respect thereto) of the
        last
        Mortgage Loan or related REO Property remaining in REMIC I; provided, however,
        that in no event shall the trust created hereby continue beyond the earlier
        of
        (a) the expiration of 21 years from the death of the last survivor of the
        descendants of Joseph P. Kennedy, the late ambassador of the United States
        to
        the Court of St. James, living on the date hereof and (b) the Latest Possible
        Maturity Date (as defined in the Preliminary Statement). 

       

      Subject
        to Section 3.10 hereof, the purchase by the Terminator of all Mortgage Loans
        and
        each REO Property remaining in REMIC I shall be at a price equal to the greater
        of (i) the Stated Principal Balance of the Mortgage Loans and the appraised
        value of any REO Properties (such appraisal to be conducted by an appraiser
        mutually agreed upon by the Servicers and the Trust Administrator) and (ii)
        the
        fair market value of the Mortgage Loans and the REO Properties (as determined
        by
        the Servicers, with the consent of the Trust Administrator as of the close
        of
        business on the third Business Day next preceding the date upon which notice
        of
        any such termination is furnished to the related Certificateholders pursuant
        to
        Section 9.01(c)), in each case plus accrued and unpaid interest thereon at
        the
        weighted average of the Mortgage Rates through the end of the Due Period
        preceding the final Distribution Date plus unreimbursed Servicing Advances
        allocable to such Mortgage Loans and REO Properties (the “Termination
        Price”);
        provided, however, such option may only be exercised if the Termination Price
        is
        sufficient to result in the payment of all interest accrued on, as well as
        amounts necessary to retire the principal balance of, each class of notes
        issued
        pursuant to the Indenture. 

       

      (b)  The
        Master Servicer, shall have the right (the party exercising such right, the
        “Terminator”),
        to
        purchase all of the Mortgage Loans and each REO Property remaining in REMIC
        I
        pursuant to clause (i) of the preceding paragraph no later than the
        Determination Date in the month immediately preceding the Distribution Date
        on
        which the Certificates will be retired; provided, however, that the Terminator
        may elect to purchase all of the Mortgage Loans and each REO Property remaining
        in REMIC I pursuant to clause (i) above only if the aggregate Stated Principal
        Balance of the Mortgage Loans and each REO Property remaining in the Trust
        Fund
        at the time of such election is reduced to less than 10% of the aggregate
        Stated
        Principal Balance of the Mortgage Loans as of the Cut-off Date. By acceptance
        of
        a Residual Certificate, the Holders of the Residual Certificates agree, in
        connection with any termination hereunder, to assign and transfer any amounts
        in
        excess of par, and to the extent received in respect of such termination,
        to pay
        any such amounts to the Holders of the Class CE-1 Certificates. In addition,
        to
        the extent that the Master Servicer has not exercised such option within
        three
        months of its ability to do so, Ocwen may exercise such option.

       

      Notwithstanding
        anything provided herein to the contrary, upon the exercise by the Terminator
        of
        its option pursuant to the immediately preceding paragraph, the Servicing
        Rights
        Owner shall retain any and all related Servicing Rights with respect to the
        SRO
        Mortgage Loans.

       

      (c)  Notice
        of
        the liquidation of any Certificates shall be given promptly by the Trust
        Administrator by letter to the related Certificateholders mailed (a) in the
        event such notice is given in connection with the purchase of the Mortgage
        Loans
        and each related REO Property remaining in REMIC I by the Terminator, not
        earlier than the 15th day and not later than the 25th day of the month next
        preceding the month of the final distribution on the related Certificates
        or (b)
        otherwise during the month of such final distribution on or before the
        Determination Date in such month, in each case specifying (i) the Distribution
        Date upon which REMIC I will terminate and final payment of the Certificates
        and
        will be made upon presentation and surrender of the Certificates at the office
        of the Trust Administrator therein designated, (ii) the amount of any such
        final
        payment, (iii) that no interest shall accrue in respect of the Certificates
        from
        and after the Interest Accrual Period relating to the final Distribution
        Date
        therefor and (iv) that the Record Date otherwise applicable to such Distribution
        Date is not applicable, payments being made only upon presentation and surrender
        of the Certificates at the office of the Trust Administrator. In the event
        such
        notice is given in connection with the purchase of all of the Mortgage Loans
        and
        each REO Property remaining in REMIC I by the Terminator, the Terminator
        shall
        deliver to the Trust Administrator for deposit in the Distribution Account
        not
        later than the last Business Day of the month next preceding the month in
        which
        such distribution will be made an amount in immediately available funds equal
        to
        the Termination Price. The Trust Administrator shall remit to the Servicers
        from
        such funds deposited in the Distribution Account (i) any amounts which the
        Servicers would be permitted to withdraw and retain from the related Collection
        Account pursuant to Section 3.11 and (ii) any other amounts otherwise payable
        by
        the Trust Administrator to the Servicers 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.

       

      (d)  Upon
        receipt of notice by the Trust Administrator of the presentation of the
        Certificates by the Certificateholders on the related final Distribution
        Date to
        the Trust Administrator, the Trust Administrator shall distribute to each
        Certificateholder so presenting and surrendering its Certificates the amount
        otherwise distributable on such Distribution Date in accordance with Section
        4.01 in respect of the Certificates so presented and surrendered. Any funds
        not
        distributed to any Holder or Holders of Certificates being retired on such
        Distribution Date because of the failure of such Holder or Holders to tender
        their Certificates shall, on such date, be set aside and held in trust by
        the
        Trust Administrator and credited to the account of the appropriate non-tendering
        Holder or Holders. If any Certificates as to which notice has been given
        pursuant to this Section 9.01 shall not have been surrendered for cancellation
        within six months after the time specified in such notice, the Trust
        Administrator shall mail a second notice to the remaining non-tendering
        Certificateholders to surrender their Certificates for cancellation in order
        to
        receive the final distribution with respect thereto. If within one year after
        the second notice all such Certificates shall not have been surrendered for
        cancellation, the Trust Administrator shall, directly or through an agent,
        mail
        a final notice to remaining related non-tendering Certificateholders concerning
        surrender of their Certificates. The costs and expenses of maintaining the
        funds
        in trust and of contacting such Certificateholders shall be paid out of the
        assets remaining in the trust funds. If within one year after the final notice
        any such Certificates shall not have been surrendered for cancellation, the
        Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts,
        and all rights of non-tendering Certificateholders in or to such amounts
        shall
        thereupon cease. No interest shall accrue or be payable to any Certificateholder
        on any amount held in trust by the Trust Administrator as a result of such
        Certificateholder’s failure to surrender its Certificate(s) for final payment
        thereof in accordance with this Section 9.01.

       

      Immediately
        following the deposit of funds in trust hereunder in respect of each of the
        Certificates the Trust Fund shall terminate. 

       

      
        	SECTION
                9.02      	
                Additional
                  Termination Requirements.

              


      

       

      (a)  In
        the
        event that the Terminator purchases all the Mortgage Loans and each REO
        Property, REMIC I shall be terminated, in each case in accordance with the
        following additional requirements (or in connection with the final payment
        on or
        other liquidation of the last Mortgage Loan or REO Property remaining in
        REMIC
        I, the additional requirement specified in clause (i) below):

       

      (i)  The
        Trust
        Administrator shall specify the first day in the 90-day liquidation period
        in a
        statement attached to REMIC I’s final Tax Return pursuant to Treasury regulation
        Section 1.860F-1, and such termination shall satisfy all requirements of
        a
        qualified liquidation under Section 860F of the Code and any regulations
        thereunder, as evidenced by an Opinion of Counsel obtained at the expense
        of the
        related 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 Servicers), the Trust Administrator shall
        prepare or cause to be prepared the documentation required in connection
        with
        the adoption of a plan of liquidation of REMIC I pursuant to this Section
        9.02.

       

      (c)  By
        their
        acceptance of Certificates, the Holders thereof hereby agree to authorize
        the
        Trust Administrator to specify the 90-day liquidation period for REMIC I
        which
        authorization shall be binding upon all successor
        Certificateholders.

       

      ARTICLE
        X

       

      REMIC
        PROVISIONS

       

      
        	SECTION
                10.01      	
                REMIC
                  Administration.

              


      

       

      (a)  The
        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 Floating Rate
        Certificates, the Class CE-1 Interest and the Class P Interest shall be
        designated as the Regular Interests in REMIC II and the Class R-II Interest
        shall be designated as the Residual Interest in REMIC II. The Class CE-1
        Certificates shall be designated as the Regular Interests in REMIC III and
        the
        Class R-III Interest shall be designated as the Residual Interest in REMIC
        III.
        The Class P Certificates shall be designated as the Regular Interests in
        REMIC V
        and the Class R-V Interest shall be designated as the Residual Interest in
        REMIC
        V. 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. Each 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. Each
        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 Servicers 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 Servicers 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 a 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 Servicers 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 Servicers 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 Servicers 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 Servicers 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 Servicers 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 related Servicer pursuant to Section 10.03 hereof,
        if such tax arises out of or results from a breach by a 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 Servicers, 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 Servicers
        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 Servicers, 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 related
        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      	
                Servicers,
                  Master Servicer, Trustee and Trust Administrator
                  Indemnification.

              


      

       

      (a)  The
        Trust
        Administrator agrees to indemnify the Trust Fund, the Depositor, the Master
        Servicer, the Servicers 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 Servicers or the Trustee
        as
        a result of a breach of the Trust Administrator’s covenants set forth in this
        Article X.

       

      (b)  Each
        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 such 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 Servicers 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
        Servicers, 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
        Servicers, 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 Servicers, 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 Servicers, 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 Servicers,
        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 Servicers, 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 Servicers, 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
        Servicers 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 Depositor,
        the
        Servicers, the Master Servicer, the Trust Administrator or the Trustee shall
        enter into any amendment to Section 4.09, Section 11.01 or Section 11.10
        of this
        Agreement without the prior written consent of the Interest Rate Cap
        Provider.

       

      Promptly
        after the execution of any such amendment the Trust Administrator shall furnish
        a copy of such amendment to each Certificateholder.

       

      It
        shall
        not be necessary for the consent of Certificateholders under this Section
        11.01
        to approve the particular form of any proposed amendment, but it shall be
        sufficient if such consent shall approve the substance thereof. The manner
        of
        obtaining such consents and of evidencing the authorization of the execution
        thereof by Certificateholders shall be subject to such reasonable regulations
        as
        the Trust Administrator may prescribe.

       

      The
        cost
        of any Opinion of Counsel to be delivered pursuant to this Section 11.01
        shall
        be borne by the Person seeking the related amendment, but in no event shall
        such
        Opinion of Counsel be an expense of the Trustee or the Trust
        Administrator.

       

      Notwithstanding
        the foregoing, each of the Trustee and Trust Administrator may, but shall
        not be
        obligated to enter into any amendment pursuant to this Section that affects
        its
        rights, duties and immunities under this Agreement or otherwise.

       

      
        	SECTION
                11.02      	
                Recordation
                  of Agreement; Counterparts.

              


      

       

      To
        the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the properties subject
        to
        the Mortgages are situated, and in any other appropriate public recording
        office
        or elsewhere, such recordation to be effected by a 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 Servicers, the Trust
        Administrator and the Trustee in writing by the Depositor,
        (b) in
        the case of
        Ocwen,
        1675 Palm Beach Lakes Boulevard, Suite 10A, West Palm Beach, Florida 33401,
        Attention: Secretary (telecopy number: (561) 682-8177) or
        such
        other address or telecopy number as may hereafter be furnished to the Servicers,
        the Master Servicer, the Trustee, the Trust Administrator and the Depositor
        in
        writing by Ocwen, (c) in the case of GMAC, GMAC Mortgage, LLC, 100 Witmer
        Road,
        Horsham, Pennsylvania 19044, Attention: Senior Vice President, Enterprise
        Servicing Group and General Counsel, with a copy to: GMAC Mortgage, LLC,
        3451
        Hammond Ave., Waterloo, Iowa 50702-5345, Attention: General Manager or such
        other address or telecopy number as may hereafter be furnished to the Servicers,
        the Master Servicer, the Trustee, the Trust Administrator and the Depositor
        in
        writing by GMAC, (d) in the case of Countrywide, 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
        Servicers, the Master Servicer, the Trustee, the Trust Administrator and
        the
        Depositor in writing by Countrywide, (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-AMC2
        (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-AMC2 (telecopy number (410) 715-2380), with a copy to Wells Fargo Bank,
        N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 554479,
        Attention: Client Manager - CMLTI 2007-AMC2 or such other address or telecopy
        number as may hereafter be furnished to the Trustee, the Servicers 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-AMC2 (telecopy number (617) 603-6637), or such other address or telecopy
        number as may hereafter be furnished to the Master Servicer, the Servicers,
        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 each 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 a 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 a 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 related 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 a 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 DBRS, 55 Broadway, New
        York,
        New York 10006, to Standard & Poor’s Ratings Services, a division of the
        McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, and
        to
        Moody’s at 99 Church Street, New York, New York 10007, or such other addresses
        as the Rating Agencies may designate in writing to the parties
        hereto.

       

      
        	SECTION
                11.08      	
                Article
                  and Section References.

              


      

       

      All
        article and section references used in this Agreement, unless otherwise
        provided, are to articles and sections in this Agreement.

       

      
        	SECTION
                11.09      	
                Grant
                  of Security Interest.

              


      

       

      It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
        Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
        to secure a debt or other obligation of the Depositor. However, in the event
        that, notwithstanding the aforementioned intent of the parties, the Mortgage
        Loans are held to be property of the Depositor, then, (a) it is the express
        intent of the parties that such conveyance be deemed a pledge of the Mortgage
        Loans by the Depositor to the Trustee to secure a debt or other obligation
        of
        the Depositor and (b)(1) this Agreement shall also be deemed to be a security
        agreement within the meaning of Articles 8 and 9 of the Uniform Commercial
        Code
        as in effect from time to time in the State of New York; (2) the conveyance
        provided for in Section 2.01 hereof shall be deemed to be a grant by the
        Depositor to the Trustee of a security interest in all of the Depositor’s right,
        title and interest in and to the Mortgage Loans and all amounts payable to
        the
        holders of the Mortgage Loans in accordance with the terms thereof and all
        proceeds of the conversion, voluntary or involuntary, of the foregoing into
        cash, instruments, securities or other property, including without limitation
        all amounts, other than investment earnings, from time to time held or invested
        in the related Collection Account and the Distribution Account, whether in
        the
        form of cash, instruments, securities or other property; (3) the obligations
        secured by such security agreement shall be deemed to be all of the Depositor’s
        obligations under this Agreement, including the obligation to provide to
        the
        Certificateholders the benefits of this Agreement relating to the Mortgage
        Loans
        and the Trust Fund; and (4) notifications to persons holding such property,
        and
        acknowledgments, receipts or confirmations from persons holding such property,
        shall be deemed notifications to, or acknowledgments, receipts or confirmations
        from, financial intermediaries, bailees or agents (as applicable) of the
        Trustee
        for the purpose of perfecting such security interest under applicable law.
        Accordingly, the Depositor hereby grants to the Trustee a security interest
        in
        the Mortgage Loans and all other property described in clause (2) of the
        preceding sentence, for the purpose of securing to the Trustee the performance
        by the Depositor of the obligations described in clause (3) of the preceding
        sentence. Notwithstanding the foregoing, the parties hereto intend the
        conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
        sale of the Mortgage Loans and assets constituting the Trust Fund by the
        Depositor to the Trustee.

       

      
        	SECTION
                11.10      	
                Third
                  Party Rights.

              


      

       

      With
        respect to Section 4.09, the Interest Rate Cap Provider shall be deemed a
        third-party beneficiary of this Agreement to the same extent as if it were
        a
        party hereto, and shall have the right to enforce the provisions of this
        Agreement.

       

      
        	SECTION
                11.11      	
                Intention
                  of the Parties and Interpretation.

              


      

       

      Each
        of
        the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
        and  4.07 of this Agreement is to facilitate compliance by
        the Depositor with the provisions of Regulation AB, 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 Servicers, 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:

              	
                Assistant
                  Vice President

              
	 	 
	 	 
	 	
                OCWEN
                  LOAN SERVICING, LLC,

              
	 	
                as
                  a Servicer

              
	 	 
	 	
                By:

              	
                /s/
                  Richard Delgado

              
	 	
                Name:

              	
                Richard
                  Delgado

              
	 	
                Title:

              	
                Authorized
                  Representative

              
	 	 
	 	 
	 	
                GMAC
                  MORTGAGE, LLC,

              
	 	
                as
                  a Servicer

              
	 	 
	 	
                By:

              	
                /s/
                  Wesley B. Howlan

              
	 	
                Name:

              	
                Wesley
                  B. Howlan

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 
	 	 
	 	
                COUNTRYWIDE
                  HOME LOANS SERVICING LP,

              
	 	
                as
                  a Servicer

              
	 	 
	 	
                By:

              	
                /s/
                  Adam Gadsby

              
	 	
                Name:

              	
                Adam
                  Gadsby

              
	 	
                Title:

              	
                1st
                  Vice President

              
	 	 
	 	 
	 	
                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 O’Brien

              
	 	
                Name:

              	
                Clare
                  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

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

      


      On
        the
        ___ day of March 2007, before me, a notary public in and for said State,
        personally appeared ____________, known to me to be a __________ of 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 March 2007, before me, a notary public in and for said State,
        personally appeared ___________, known to me to be a ________________ of
        Ocwen
        Loan Servicing, LLC, one of the entities that executed the within instrument,
        and also known to me to be the person who executed it on behalf of said entity,
        and acknowledged to me that such entity executed the within
        instrument.

       

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

       

      


      


      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      [Notarial
        Seal]

      


      



      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

      


      On
        the
        ___ day of March 2007, before me, a notary public in and for said State,
        personally appeared ___________, known to me to be a ________________ of
        GMAC
        Mortgage, LLC, one of the entities that executed the within instrument, and
        also
        known to me to be the person who executed it on behalf of said entity, and
        acknowledged to me that such entity executed the within instrument.

       

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

       

      


      


      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      [Notarial
        Seal]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              


      

      


      On
        the
        ___ day of March 2007, before me, a notary public in and for said State,
        personally appeared ___________, known to me to be a ________________ of
        Countrywide Home Loans Servicing LP, 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 March 2007, before me, a notary public in and for said State,
        personally appeared ___________, known to me to be a _________________of
        Wells
        Fargo Bank, N.A., one of the entities that executed the within instrument,
        and
        also known to me to be the person who executed it on behalf of said entity,
        and
        acknowledged to me that such entity executed the within instrument.

       

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

       

      


      


      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      [Notarial
        Seal]

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                COMMONWEALTH
                  OF MASSACHUSETTS

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF SUFFOLK

              	
                )

              


      

      


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

       

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

       

      


      


      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      [Notarial
        Seal]

      


      


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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”).

     

    
      	
              Series
                2007-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class A-1 Certificates as of
                the
                Issue Date: $666,686,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $666,686,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AS 4

            
	 	 


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers, 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 Servicers, 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 Servicers, 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 Servicers 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     

    


    


     


    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS A-2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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”).

     

    


    
      	
              Series
                2007-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class A-2 Certificates as of
                the
                Issue Date: $158,870,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $158,870,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AT 2

            
	 	 


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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-2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Servicers,
      the
      Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the Agreement.
      This Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following (a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered on the Record Date, in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-2
      Certificates on such Distribution Date pursuant to the Agreement.

     

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

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Servicers, 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 Servicers, 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 Servicers 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    



    


     

    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS A-3A 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”).

     

    


    
      	
              Series
                2007-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class A-3A Certificates as of
                the
                Issue Date: $522,445,000.00

            
	
              Pass-Through
                Rate: Variable 

            	
              Denomination:
                $522,445,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AA 3

            
	 	 


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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-3A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-3A 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 Servicers,
      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-3A
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    



    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS A-3B 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”).

     

    
      	
              Series
                2007-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class A-3B Certificates as of
                the
                Issue Date: $330,788,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $330,788,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 25, 2007

            	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	
              Trust
                Administrator: Wells Fargo Bank, N.A.

            
	 	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: March 30, 2007

            
	
              No.
                1

            	
              CUSIP:
                17311X AB 1

            
	 	 


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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-3B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-3B 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 Servicers,
      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-3B
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS A-3C 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”).

     

    
      	
              Series
                2007-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class A-3C Certificates as of
                the
                Issue Date: $77,013,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $77,013,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 25, 2007

            	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	
              Trust
                Administrator: Wells Fargo Bank, N.A.

            
	 	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: March 30, 2007

            
	
              No.
                1

            	
              CUSIP:
                17311X AC 9

            
	 	 


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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-3C Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-3C 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 Servicers,
      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-3C
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              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-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class M-1 Certificates as of
                the
                Issue Date: $72,745,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $72,745,000.00

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

            	
              Servicer:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AD 7

            
	 	 


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              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-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class M-2 Certificates as of
                the
                Issue Date: $67,234,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $67,234,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AE 5

            
	 	 


    

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              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-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class M-3 Certificates as of
                the
                Issue Date: $38,577,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $38,577,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AF 2

            
	 	 


    

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              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-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class M-4 Certificates as of
                the
                Issue Date: $35,271,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $35,271,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AG 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 and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              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-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class M-5 Certificates as of
                the
                Issue Date: $33,066,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $33,066,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AH 8

            
	 	 


    

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              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-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class M-6 Certificates as of
                the
                Issue Date: $31,963,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $31,963,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AJ 4

            
	 	 


    

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              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-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class M-7 Certificates as of
                the
                Issue Date: $28,658,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $28,658,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AK 1

            
	 	 


    

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              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-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class M-8 Certificates as of
                the
                Issue Date: $25,350,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $25,350,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AL 9

            
	 	 


    

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    


    



    EXHIBIT
      A-19

     

    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-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class M-9 Certificates as of
                the
                Issue Date: $20,942,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $20,942,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AM 7

            
	 	 


    

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, 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 Servicers, 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              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 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.

     

    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-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class M-10 Certificates as of
                the
                Issue Date: $25,351,000.00

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $25,351,000.00

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: March 30, 2007

            
	 	
              CUSIP:
                17311X AU 9

            
	 	 


    

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, 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 Servicers, 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.

     

    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 Servicers 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    



    EXHIBIT
      A-16

     

    FORM
      OF
      CLASS CE-1 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

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

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
      WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series:
                2007-AMC2

            	
              Aggregate
                Certificate Principal Balance of the Class CE-1 Certificates as of
                the
                Issue Date: $69,438,570.36

            
	
              Pass-Through
                Rate: Variable

            	
              Denomination:
                $69,438,570.36

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

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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-1
                Certificates as of the Issue Date: $2,204,397,570.36

               

            	
              Issue
                Date: March 30, 2007

            
	 	 


    

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Realty Corp.
      is the
      registered owner of a Percentage Interest (obtained by dividing the denomination
      of this Certificate by the aggregate Certificate Principal Balance of the Class
      CE-1 Certificates as of the Issue Date) in that certain beneficial ownership
      interest evidenced by all the Class CE-1 Certificates in REMIC III 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 Servicers, 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 Servicers, 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 Servicers, 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
      Servicers 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF
      CLASS CE-2 CERTIFICATE

     

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

     

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

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
      WITH THE PROCEDURES DESCRIBED HEREIN.

     

    
      	
              Series:
                2007-AMC2

            	
              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: March 1,
                2007

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	
              First
                Distribution Date: April 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: $1,126,710,877.98

               

            	
              Issue
                Date: March 30, 2007

            


    

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Realty Corp.
      is the
      registered owner of a Percentage Interest (obtained by dividing the denomination
      of this Certificate by the aggregate Certificate Principal Balance of the Class
      CE-2 Certificates as of the Issue Date) in that certain beneficial ownership
      interest evidenced by all the Class CE-2 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 Servicers, 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 Servicers, 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 Servicers, 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
      Servicers 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     

    


     


    EXHIBIT
      A-17

     

    FORM
      OF
      CLASS P CERTIFICATE

     

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

     

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

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
      WITH THE PROCEDURES DESCRIBED HEREIN.

     

    


     

    
      	
              Series:
                2007-AMC2

            	
              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: March 1,
                2007

            	
              Denomination:
                $100.00

            
	
              First
                Distribution Date: April 25, 2007

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              No.
                1

            	
              Trust
                Administrator: Wells Fargo Bank, N.A.

            
	 	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: March 30, 2007

            
	 	 


    

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Realty Corp. is
      the
      registered owner of a Percentage Interest (obtained by dividing the denomination
      of this Certificate by the aggregate Certificate Principal Balance of the Class
      P Certificates as of the Issue Date) in that certain beneficial ownership
      interest evidenced by all the Class P Certificates in REMIC 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 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 Servicers, 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 Servicers, 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
      Servicers 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    



    EXHIBIT
      A-18

     

    FORM
      OF
      CLASS R CERTIFICATE

     

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

     

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

     

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

     

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

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR 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-AMC2

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

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

            	 
	
              First
                Distribution Date: April 25, 2007

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              No.
                1

            	
              Trust
                Administrator: Wells Fargo Bank, N.A.

            
	 	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: March 30, 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 and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers, 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 Servicers, the Trust Administrator, the Trustee, and the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Servicers, 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
      Servicers and any Sub-Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

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

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Trust Administrator (i) an affidavit
      to
      the effect that such transferee is any Person other than a Disqualified
      Organization or the agent (including a broker, nominee or middleman) of a
      Disqualified Organization, and (ii) a certificate that acknowledges that (A)
      the
      Class R Certificates have been designated as a residual interest in REMIC I
      and
      REMIC II, (B) it will include in its income a pro rata share of the net income
      of the Trust Fund and that such income may be an “excess inclusion,” as defined
      in the Code, that, with certain exceptions, cannot be offset by other losses
      or
      benefits from any tax exemption, and (C) it expects to have the financial means
      to satisfy all of its tax obligations including those relating to holding the
      Class R Certificates. Notwithstanding the registration in the Certificate
      Register of any transfer, sale or other disposition of this Certificate to
      a
      Disqualified Organization or an agent (including a broker, nominee or middleman)
      of a Disqualified Organization, such registration shall be deemed to be of
      no
      legal force or effect whatsoever and such Person shall not be deemed to be
      a
      Certificateholder for any purpose, including, but not limited to, the receipt
      of
      distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause the Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon REMIC I or REMIC
      II.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the 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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    


     


    EXHIBIT
      A-19

     

    FORM
      OF
      CLASS R-X CERTIFICATE

     

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

     

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

     

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

     

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

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR 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-AMC2

            	
              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: March 1,
                2007

            	 
	
              First
                Distribution Date: April 25, 2007

            	
              Servicers:
                Ocwen Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home
                Loans
                Servicing LP

            
	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              No.
                1

            	
              Trust
                Administrator: Wells Fargo Bank, N.A.

            
	 	
              Trustee:
                U.S. Bank National Association

            
	 	
              Issue
                Date: March 30, 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 and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE 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 Servicers,
      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 Servicers, the Trust Administrator, the Trustee, and the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Servicers, 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
      Servicers 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
      III,
      REMIC IV and REMIC V, (B) it will include in its income a pro rata share of
      the
      net income of the Trust Fund and that such income may be an “excess inclusion,”
as defined in the Code, that, with certain exceptions, cannot be offset by
      other
      losses or benefits from any tax exemption, and (C) it expects to have the
      financial means to satisfy all of its tax obligations including those relating
      to holding the Class R-X Certificates. Notwithstanding the registration in
      the
      Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause the Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon REMIC III or REMIC
      IV.

     

    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 upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      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:
      March ___, 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

            	 
	
              assignee
                named above, or

            	 
	
              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 February 15, 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-AMC2
        (the
“Certificates”). The Certificates will consist of eighteen classes of
        certificates. The Certificates will be issued pursuant to a Pooling and
        Servicing Agreement, dated as of March 1, 2007 (the “Pooling and Servicing
        Agreement”), among the Purchaser as depositor (the “Depositor”), Ocwen
        Loan Servicing, LLC as
        a
        servicer (“Ocwen”), GMAC Mortgage, LLC as a servicer and Countrywide Home Loans
        Servicing LP as a servicer (collectively, the “Servicers”), 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
        March
        30, 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 March 1, 2007 (the “Cut-off Date”) of $2,204,397,670.36 (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 with respect to
        the
        Mortgage Loans serviced by Ocwen. 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 and Group II 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 February 15, 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 March 1, 2007, among Citigroup
                Mortgage Loan Trust Inc., as Depositor, Ocwen Loan Servicing, LLC,
                GMAC
                Mortgage, LLC and Countrywide Home Loans Servicing LP as Servicers,
                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:
      Transfer Unit: CMLTI 2007-AMC2

    


     

    
      	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Asset-Backed Pass-Through
                Certificates,
                Series 2007-AMC2, 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 March 1, 2007, among
      Citigroup Mortgage Loan Trust Inc., as Depositor, Ocwen Loan Servicing, LLC,
      GMAC Mortgage, LLC and Countrywide Home Loans Servicing LP as Servicers, 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:
      Transfer Unit: CMLTI 2007-AMC2

    


     

    Citibank
      N.A.

    Collateral
      Management Group

    333
      West
      34th
      Street,
      2nd
      FL

    New
      York,
      NY 10001

    


     

    
      	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Asset-Backed Pass-Through
                Certificates,
                Class, Series 2007-AMC2, 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 and the Interest Risk Cap 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
      or the Cap 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 or the Cap Account the appropriate tax
      certification form that would be required from the Net WAC Rate Carryover
      Reserve Account or the Cap Account to eliminate any withholding or deduction
      for
      taxes from amounts payable by the Interest Risk Cap Provider, pursuant to the
      Interest Rate Cap Agreement, to the Trust Administrator and the Interest Risk
      Cap Provider on behalf of the Net WAC Rate Carryover Reserve Account or the
      Cap
      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 Risk Cap Provider, upon its request, solely
      to the extent the Interest Risk Cap 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 Risk Cap Provider,
      the Trust Administrator shall be required to forward any tax certification
      received by it to the Interest Risk Cap 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 Risk Cap Provider nor any action taken or not taken by the Interest
      Risk Cap 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 Risk Cap 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
      March 1, 2007, among Citigroup Mortgage Loan Trust Inc., as Depositor, Ocwen
      Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home Loans Servicing
      LP
      as Servicers, 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.

            


    

    


    
      	
              Dated:

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    


    

      

      
        1 Transferee
          must own and/or invest on a discretionary basis at least $100,000,000 in
          securities unless Transferee is a dealer, and, in that case, Transferee
          must own
          and/or invest on a discretionary basis at least $10,000,000 in securities.
          $25,000,000 as demonstrated in its latest annual financial statements,
          A COPY OF
          WHICH IS ATTACHED HERETO.


      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT F

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and 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 March 1, 2007 (the
      “Agreement”),
      among
      Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
      Ocwen
      Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home Loans Servicing
      LP
      as Servicers, (the “Servicers”), 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:

     

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

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

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

            


    

     

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

     

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

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

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

            


    

     

    [_]  None
      of the above.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

    


    
      	 	 	 	 	 	 	 	
              [NAME
                OF TRANSFEREE]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

     

    


     

    [Corporate
      Seal]

     

    ATTEST:

    
      	 


    

    [Assistant]
      Secretary

     

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

     

    Subscribed
      and sworn before me this     
      day
      of
        
      ,
      20  .

     

    


    
      	 	 
	 	
              NOTARY
                PUBLIC

            
	 	 
	 	
              My
                Commission expires the __ day

              of
                _________, 20__

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	 
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

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

     

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

     

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

     

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

     

    4.  The
      Owner
      understands that the Purchaser has delivered to the 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:
      Transfer Unit: CMLTI 2007-AMC2

     

     

    
      	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc.

            
	 	
              Asset-Backed
                Pass-Through Certificates, Series 2007-AMC2, Mortgage Class
                

            


    

     

    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
      Mortgage Loan Trust Inc., Series 2007-AMC2, Asset-Backed Pass-Through
      Certificates, Class [CE] [P] [R] (the “Certificates”), issued pursuant to a
      Pooling and Servicing Agreement dated as of March 1, 2007 (the “Agreement”),
      among
      Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
      Ocwen
      Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home Loans Servicing
      LP
      as Servicers, (the “Servicers”), 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-AMC2

              Asset-Backed
                Pass-Through Certificates, Series
                2007-AMC2

            


    

    


     

    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-AMC2 (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: Ocwen Loan Servicing, LLC, GMAC Mortgage,
      LLC 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 SERVICERS (OTHER THAN
      COUNTRYWIDE)

     

    
      	
              Re:

            	
              Citigroup
                Mortgage Loan Trust Inc., Series 2007-AMC2

              Asset-Backed
                Pass-Through Certificates, Series
                2007-AMC2

            


    

    


    [Ocwen
      Loan Servicing, LLC][GMAC Mortgage, LLC] as a 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 March 1, 2007 (the “Pooling and Servicing
      Agreement”), among the Depositor as depositor, Ocwen Loan Servicing, LLC, GMAC
      Mortgage, LLC and Countrywide Home Loans Servicing LP as Servicers, Wells Fargo
      Bank, N.A. as master servicer and as trust administrator and U.S. Bank National
      Association as trustee.

     

    


    
      	
              [OCWEN
                LOAN SERVICING, LLC]

               

              [GMAC
                MORTGAGE, LLC]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	
              Date:

            	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      I

    


    FORM
      OF
      INTEREST RATE CAP AGREEMENT

     

    

      
        	
                DATE:

              	
                March
                  30, 2007

              
	 	 
	
                TO:

              	
                Wells
                  Fargo Bank, N.A., not in its individual capacity, but solely as
                  Cap
                  Trustee on behalf of the trust created pursuant to the Cap Administration
                  Agreement (the “Cap Trust”) with respect to Citigroup Mortgage Loan Trust
                  Inc., Asset-Backed Pass-Through Certificates, Series 2007-AMC2
                  ("Party
                  B")

              
	 	 
	
                ATTENTION:

              	
                Client
                  Manager - CMLTI 2007-AMC2

              
	
                TELEPHONE:

              	
                (410)
                  884-2000

              
	
                FACSIMILE:

              	
                (410)
                  715-2380

              
	 	 
	
                FROM:

              	
                CITIBANK,
                  N.A., a national banking association organized under the laws of
                  the
                  United States ("Party A")

              
	
                TELEPHONE:

              	
                (212)
                  615-8398

              
	
                FACSIMILE: 

              	
                (212)
                  615-8985

              
	 	 
	
                SUBJECT:

              	
                Rate
                  Cap Transaction

              
	 	 
	
                REFERENCE
                  NUMBER:

              	
                CPC4628

              


      

      


      The
        purpose of this long-form confirmation (“Confirmation”) is to confirm the terms
        and conditions of the current Transaction entered into on the Trade Date
        specified below (the “Transaction”) between CITIBANK, N.A., a national banking
        association organized under the laws of the United States (“Party A”) and Wells
        Fargo Bank, N.A., not in its individual capacity, but solely as Cap Trustee
        on
        behalf of the trust created pursuant to the Cap Administration Agreement
        (the
“Cap Trust”) with respect to Citigroup Mortgage Loan Trust Inc., Asset-Backed
        Pass-Through Certificates, Series 2007-AMC2 (“Party B”). Reference is hereby
        made to the Pooling and Servicing Agreement, dated as of March 1, 2007, among
        CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, OCWEN LOAN SERVICING, LLC,
        GMAC MORTGAGE, LLC and COUNTRYWIDE HOME LOANS SERVICING LP, as Servicers,
        WELLS
        FARGO BANK, N.A., as Master Servicer and as Trust Administrator, and U.S.
        BANK
        NATIONAL ASSOCIATION, as Trustee (the “Pooling and Servicing Agreement”). This
        Confirmation evidences a complete and binding agreement between you and us
        to
        enter into the Transaction on the terms set forth below and replaces any
        previous agreement between us with respect to the subject matter hereof.
        This
        Confirmation constitutes a “Confirmation” and also constitutes a “Schedule” as
        referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
        Annex to the Schedule.

      


      
        	
                1.

              	
                This
                  Confirmation shall supplement, form a part of, and be subject to
                  an
                  agreement in the form of the ISDA Master Agreement (Multicurrency
                  - Cross
                  Border) as published and copyrighted in 1992 by the International
                  Swaps
                  and Derivatives Association, Inc. (the “ISDA Master Agreement”), as if
                  Party A and Party B had executed an agreement in such form on the
                  date
                  hereof, with a Schedule as set forth in Item 3 of this Confirmation,
                  and
                  an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                  Subject to
                  New York Law Only version) as published and copyrighted in 1994
                  by the
                  International Swaps and Derivatives Association, Inc., with Paragraph
                  13
                  thereof as set forth in Annex A hereto (the “Credit Support Annex”). For
                  the avoidance of doubt, the Transaction described herein shall
                  be the sole
                  Transaction governed by such ISDA Master Agreement. In the event
                  of any
                  inconsistency among any of the following documents, the relevant
                  document
                  first listed shall govern: (i) this Confirmation, exclusive of
                  the
                  provisions set forth in Item 3 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 3 hereof, which are incorporated by
                  reference
                  into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                  and (v) the ISDA Master Agreement.

              


      

      


      Each
        reference herein to a “Section” (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 reference herein
        to
        a “Part” will be construed as a reference to the provisions herein deemed
        incorporated in 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. 

      


      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 each Calculation Period, the amount set forth for such
                  period
                  on Schedule I attached hereto.

              
	 	 
	
                Trade
                  Date:

              	
                February
                  14, 2007

              
	 	 
	
                Effective
                  Date:

              	
                March
                  30, 2007

              
	 	 
	
                Termination
                  Date:

              	
                May
                  25, 2012, subject to adjustment in accordance with the Business
                  Day
                  Convention

              
	 	 
	
                Fixed
                  Amount:

              	
                USD
                  6,589,000.00

              
	 	 
	
                Fixed
                  Amount Payer:

              	
                Party
                  B

              
	 	 
	
                Fixed
                  Amount Payer

              	 
	
                Payment
                  Date:

              	
                March
                  30, 2007

              
	 	 
	
                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 April 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 apply. Each Floating Rate Payer Payment Date shall
                  be 2
                  Business Day prior to the 25th calendar day of each month during
                  the Term
                  of this Transaction, commencing April 23, 2007, and ending on the
                  Termination Date.

              
	 	 
	
                Cap
                  Rate:

              	
                With
                  respect to any Calculation Period, the Strike Rate set forth for
                  such
                  period on Schedule I attached hereto

              
	 	 
	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA;
                  provided that the Floating Rate Option shall be determined two
                  (2) London
                  and New York Business Days prior to the Reset Date.

              
	 	 
	
                Floating
                  Amount:

              	
                To
                  be determined in accordance with the following formula:


              
	 	 
	 	
                Greater
                  of (i) Scale Factor * (Floating Rate Option - Cap Rate) * Notional
                  Amount
                  * Floating Rate Day Count Fraction;

              
	 	
                and
                  (ii) zero

              
	 	 
	
                Scale
                  Factor:

              	
                250

              
	 	 
	
                Designated
                  Maturity:

              	
                One
                  month

              
	 	 
	
                Floating
                  Rate Day 

              	 
	
                Count
                  Fraction:

              	
                Actual/360

              
	 	 
	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period.

              
	 	 
	
                Compounding:

              	
                Inapplicable

              
	 	 
	
                Business
                  Days:

              	
                New
                  York

              
	 	 
	
                Business
                  Day Convention:

              	
                Following

              
	 	 
	
                Calculation
                  Agent:

              	
                Party
                  A

              


      

       

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

      


      Part
        1.  Termination
        Provisions

      


      For
        the
        purposes of this Agreement:-

      


      (a)          
         “Specified
        Entity”
        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”; provided, further, that notwithstanding anything
        to the contrary in Section 5(a)(i), any failure by Party A to comply with
        or
        perform any obligation to be complied with or performed by Party A under
        the
        Credit Support Annex shall not constitute an Event of Default under Section
        5(a)(i) unless (A)
        a
        Required Ratings Downgrade Event has occurred and been continuing for 30
        or more
        Local Business Days and (B) such failure is not remedied on or before the
        third
        Local Business Day after notice of such failure is given to Party
        A.

      


      (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;
        provided, however, that notwithstanding anything to the contrary in Section
        5(a)(iii)(1), any failure by Party A to comply with or perform any obligation
        to
        be complied with or performed by Party A under the Credit Support Annex shall
        not constitute an Event of Default under Section 5(a)(iii) unless (A)
        a
        Required Ratings Downgrade Event has occurred and been continuing for 30
        or more
        Local Business Days and (B) such failure is not remedied on or before the
        third
        Local Business Day after notice of such failure is given to Party
        A.

      


      (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 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 the provisions of Section 5(a)(vii)(2), (6) (to the extent that
        such
        provisions refer to any appointment contemplated or effected by the Pooling
        and
        Servicing Agreement or any appointment to which Party B has not become subject),
        (7) and (9) will not apply to Party B; provided that, with respect to Party
        B
        only, Section 5(a)(vii)(4) is hereby amended by adding after the words “against
        it” the words “(excluding any proceeding or petition instituted or presented by
        Party A or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
        deleting the words “to (7) inclusive” and inserting in lieu thereof “, (3), (4)
        as amended, (5), (6) as amended, or (7)”.

      


      (j) The
        "Merger
        without Assumption"
        provisions of Section 5(a)(viii) will apply to Party A and will not apply
        to
        Party B.

      


      (k) 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) of this Agreement 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, in the event of a Derivative Provider Trigger Event,
        the following provisions will apply:

      


      
        	 	
                (A)
                  

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

              


      

      


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


              


      

       

      
        	 	
                (B)

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

              


      

       

      “”Settlement
        Amount”
means,
        with respect to any Early Termination Date, an amount (as determined by Party
        B)
        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 have been
        made
        and remain capable of becoming legally binding upon acceptance, the Settlement
        Amount shall equal the Termination Currency Equivalent of the amount (whether
        positive or negative) of the lowest of such Market Quotations (for
        the
        avoidance of doubt, the lowest of such Market Quotations shall be the lowest
        Market Quotation of such Market Quotations expressed as a positive number
        or, if
        any of such Market Quotations is expressed as a negative number, the Market
        Quotation expressed as a negative number with the largest absolute
        value);
        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 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.

       

       

      
        	 	
                (C)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so before the Latest Settlement
                  Amount Determination Day.

              


      

       

      
        	 	
                (D)

              	
                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.

              


      

       

      
        	 	
                (E)

              	
                At
                  any time on or before the Latest Settlement Amount Determination
                  Day at
                  which two or more Market Quotations remain capable of becoming
                  legally
                  binding upon acceptance, Party B shall be entitled to accept only
                  the
                  lowest of such Market Quotations (for the avoidance of doubt, the
                  lowest
                  of such Market Quotations shall be the lowest Market Quotation
                  of such
                  Market Quotations expressed as a positive number or, if any of
                  such Market
                  Quotations is expressed as a negative number, the Market Quotation
                  expressed as a negative number with the largest absolute
                  value).

              


      

      


      
        	 	
                (F)

              	
                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 Event"
        will
        apply as provided in Part 5(b)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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

              
	 	 	 	 	 
	
                Party
                  A

              	 	
                A
                  correct, complete and duly executed U.S. IRS Form W-9.

              	 	
                Promptly
                  upon execution of this Agreement; 

              
	 	 	 	 	 
	
                Party
                  B

              	 	
                Tax
                  forms relating to the beneficial owner of payments to Party B under
                  this
                  Agreement from time to time.

              	 	
                Promptly
                  upon execution of this Agreement any such forms will be applied
                  for and
                  delivered promptly upon receipt, but in any event prior to the
                  first
                  Payment Date, and thereafter, upon previously delivered forms becoming
                  obsolete; 

              


      

       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, or in the case of
                  Party B,
                  promptly upon receipt

              	 	
                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

              	 	
                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:

              	
                3888
                  Greenwich Street 

              
	 	
                17th
                  Floor

              
	 	
                New
                  York, New York 10013

              
	 	 
	
                Attention:

              	
                Director
                  Derivatives Operations

              
	 	 
	
                Facsimile
                  No.:

              	
                212
                  801 4109

              


      

      


      (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-AMC2

              
	 	 
	
                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: Not applicable.

      


      (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. 
        Credit
        Support Document means any credit support annex from time to time entered
        into
        between Party A and Party B in relation to this Master Agreement with respect
        to
        which a Rating Agency Confirmation has been received prior to or at the time
        of
        entry into such credit support annex, and, with respect to Party A, any
        guarantee that is provided to Party B pursuant to Part 5(b) below. 

      


      (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 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 “,any credit support annex
        from time to time entered into between Party A and Party B in relation to
        this
        Master Agreement” 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”.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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)(F).

              


      

      


      
        	 	
                (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)

              	
                S&P
                  First Rating Trigger Collateral.
                  If a Relevant Entity no longer meets the S&P Approved Ratings
                  Threshold, and Party A has failed within thirty (30) calendar days
                  of the
                  date on which the Relevant Entity no longer met the S&P Approved
                  Ratings Threshold to either (A) complied with its obligations to
                  be
                  complied with or performed in accordance with the Credit Support
                  Annex,
                  (B) furnish an Eligible Guarantee, subject to satisfaction of the
                  Rating
                  Agency Condition with respect to S&P, from an Eligible Guarantor, or
                  (C) obtain an Eligible Replacement, subject to satisfaction of
                  the Rating
                  Agency Condition with respect to S&P, 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)           Moody's
        First Rating Trigger Collateral.
        If (A)
        a Moody’s First Trigger Ratings Event has occurred and been continuing for at
        least 30 Local Business Days and (B) Party A has neither (i) complied with
        its
        obligations to be complied with or performed in accordance with the Credit
        Support Annex nor (ii) furnished an Eligible Guarantee or obtained an Eligible
        Replacement to cause such Moody’s First Trigger Ratings Event to cease and
        either (A) no Moody’s Second Trigger Ratings Event has occurred or (B) less than
        30 Local Business Days have elapsed since the last time that no Moody’s Second
        Trigger Ratings Event had occurred and was continuing, then an Additional
        Termination Event shall have occurred with respect to Party A and Party A
        shall
        be the sole Affected Party with respect to such Additional Termination
        Event.

      


      
        	 	
                (iii)

              	
                Second
                  Rating Trigger Replacement.
                  If
                  :

              


      

      


      
        	 	 	
                (A)
                  an S&P Required Ratings Downgrade Event has occurred and been
                  continuing for 30 Local Business Days and Party A has failed to
                  procure an
                  Eligible Replacement subject to satisfaction of the Rating Agency
                  Condition with respect to S&P; provided
                  that Party A shall, while it searches for an Eligible Replacement,
                  post
                  and maintain, or continue to maintain, as the case may be, collateral
                  in
                  accordance with the terms of the ISDA Credit Support Annex; or
                  

              


      

      
        	 	 	 


      

      
        	 	 	
                (B)
                  (i) At least 30 days have elapsed since the last time that no Moody’s
                  Second Trigger Ratings Event had occurred and was continuing, (ii)
                  Party A
                  has not furnished an Eligible Guarantee or obtained an Eligible
                  Replacement to cause such Moody’s Second Trigger Ratings Event to cease
                  and (i) at least one Eligible Replacement has made a firm offer
                  to be the
                  transferee of all of Party A’s rights and obligations under this Agreement
                  (and such offer remains an offer that will become legally binding
                  upon
                  such Eligible Replacement upon acceptance by the offeree) and/or
                  (ii) an
                  Eligible Guarantor has made a Firm Offer to provide an Eligible
                  Guarantee
                  (and such Firm Offer remains an offer that will become legally
                  binding
                  upon such Eligible Guarantor immediately upon acceptance by the
                  offeree),
                  

              


      

      


      then
        an Additional Termination Event shall have occurred with respect to Party
        A and
        Party A shall be the sole Affected Party with respect to such Additional
        Termination Event.

      


      
        	 	
                (iv)

              	
                Optional
                  Termination of Securitization.
                  An
                  Additional Termination Event shall occur upon the notice to
                  Certificateholders of an Optional Termination becoming unrescindable
                  in
                  accordance with Article IX of the Pooling and Servicing Agreement.
                  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 in respect of this Additional Termination Event.
                  

              


      

      


      
        	 	
                (v)

              	
                Swap
                  Disclosure Event.
                  If, 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, 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.

              


      

      


      (c) Required
        Ratings Downgrade Event.
        So long
        as a Required Ratings Downgrade Event has occurred and is continuing, then
        Party
        A shall, as soon as reasonably practicable and so long as a Required Ratings
        Downgrade Event is in effect, at its own expense, use commercially reasonable
        efforts to attempt to procure either (A) a Permitted Transfer or (B) 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
        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 Swap Rating Agency has been given prior written notice of such designation
        or transfer. 

      


      (f) Limitation
        on Events of Default.
        Notwithstanding the provisions of Sections 5 and 6, with respect to any
        Transaction, if at any time and so long as Party B has satisfied in full
        all its
        payment obligations under Section 2(a)(i) in respect of each Transaction
        executed pursuant hereto (each, a “Cap Transaction”) and has at the time no
        future payment obligations, whether absolute or contingent, under such Section
        in respect of such Cap 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 such
        Cap
        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 such
        Cap
        Transaction and (b) Party A shall be entitled to designate an Early Termination
        Date pursuant to Section 6 in respect of such Cap 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. For purposes of the Transactions
        executed pursuant hereto, Party A acknowledges and agrees that Party B’s only
        payment obligation under Section 2(a)(i) in respect of each Cap Transaction
        is
        to pay the related Fixed Amount on the related Fixed Amount Payer Payment
        Date.

      


      (g) Reserved.

      


      (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 corporate obligations of Party B,
        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.

      


      
        	 	
                (i)

              	
                Section
                  7 of this Agreement shall not apply to Party A and, subject to
                  Section
                  6(b)(ii) and Part 5(j)(ii) below, Party A may not transfer (whether
                  by way
                  of security or otherwise) any interest or obligation in or under
                  this
                  Agreement without (i) the prior written consent of Party B and
                  (ii)
                  satisfaction of the Rating Agency Condition with respect to
                  S&P.

              


      

      


      
        	 	
                (ii)

              	
                Party
                  A may (at its own cost) transfer, by a Permitted Transfer at any
                  time
                  after 90 days of the Closing Date, all or substantially all of
                  its rights
                  and obligations with respect to this Agreement to any other entity
                  (a
                  “Transferee”) that is an Eligible Replacement, Provided that Party B shall
                  determine in its sole discretion, acting in a commercially reasonable
                  manner, whether or not a transfer relates to all or substantially
                  all of
                  Party A’s rights and obligations under this Agreement. Following such
                  transfer, all references to Party A shall be deemed to be references
                  to
                  the Transferee.

              


      

      


      
        	 	
                   
                  (iii)

              	
                If
                  an entity has made a Firm Offer to be the transferee of a transfer
                  to be
                  made in accordance with (ii) 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 is acting for its own account, and 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)

              	
                No
                  Agency.
                  It is entering into this Agreement and each Transaction as principal
                  and
                  not as agent.

              


      

      


      
        	 	
                (k)

              	
                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. 

              


      

      


      
        	 	
                (l)

              	
                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.

              


      

      


      
        	 	
                (m)

              	
                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.

              


      

      


      
        	 	
                (n)

              	
                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.

              


      

      


      
        	 	
                (o)

              	
                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 Cap
                  Trustee
                  represents to Party A on the date on which the Cap Trustee executes
                  this
                  Agreement that it is executing the Agreement solely in its capacity
                  as the
                  Cap Trustee on behalf of the Cap Trust and not in its individual
                  capacity.

              


      

       

      (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 Cap Trustee of the Cap Trust
        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 Cap 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. 

      


      (p)  Transfer
        to Avoid Termination Event.
        Section
        6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax Event Upon
        Merger occurs and the Burdened Party is the Affected Party,” and (ii) by
        deleting the words “to transfer” and inserting the words “to effect a Permitted
        Transfer” in lieu thereof.

      


      (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.

              


      

      


      
        	 	
                (v)

              	
                Third
                  Party Beneficiary. Depositor shall be an express third party beneficiary
                  of this Agreement as if a party hereto to the extent of Depositor’s rights
                  explicitly specified herein.

              


      

      


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

      


      (s) 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.

      


      (t) 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 Second Trigger
        Ratings Threshold.

      


      “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 or an Eligible Replacement of Party A to Party B under this Agreement
        that is provided by an Eligible Guarantor as principal debtor rather than
        surety
        and that is directly enforceable by Party B, the form and substance of which
        guarantee are subject to the Rating Agency Condition with respect to S&P,
        and either (A) a law firm has given a legal opinion confirming that none
        of the
        guarantor’s payments to Party B under such guarantee will be subject to
Tax
        collected by withholding or
        (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to Tax collected by withholding, such guarantor is
        required to pay such additional amount as is necessary to ensure that the
        net
        amount actually received by Party B (free and clear of any Tax collected
        by
        withholding) will equal the full amount Party B would have received had no
        such
        withholding been required.

      


      “Eligible
        Guarantor”
        means
        an
        entity that (A) has credit ratings at least equal to the Approved Ratings
        Threshold and (B) satisfies
        the Rating Agency Condition with respect to S&P.
        

      


      “Eligible
        Replacement”
        means an
        entity that has credit ratings at least equal to the Approved 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.

      


      "Latest
        Settlement Amount Determination Day" means
        the
        day
        falling ten Local Business Days after the day on which the Early Termination
        Date is designated or such later day as Party B may specify in writing to
        Party
        A (but in either case no later than the Early Termination Date).

      


      “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) the transfer would not give rise to a taxable
        event
        or any other adverse Tax consequences to Party B or its interest holders,
        as
        determined by Party B in its sole discretion, (f) 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, (g) 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, (h) 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); (i) either (A) Moody’s has been given prior written notice of such
        transfer and the Rating Agency Condition is satisfied with respect to S&P or
        (B) each Swap Rating Agency has been given prior written notice of such transfer
        and such transfer is in connection with the assignment and assumption of
        this
        Agreement without modification of its terms, other than party names, dates
        relevant to the effective date of such transfer, tax representations (provided
        that the representations in Part 2(a)(i) are not modified) and any other
        representations regarding the status of the substitute counterparty, notice
        information and account details; and (j) such transfer otherwise complies
        with
        the terms of the Pooling and Servicing Agreement.

      


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

      


      “Relevant
        Entity”
        means
        Party A and, to the extent applicable, a guarantor under an Eligible Guarantee
        or an Eligible Replacement.

      


      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) would have the effect of
        preserving for Party B the economic equivalent of any payment or delivery
        (whether the underlying obligation was absolute or contingent and assuming
        the
        satisfaction of each applicable condition precedent) by the parties under
        Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
        Transactions that would, but for the occurrence of the relevant Early
        Termination Date, have been required after that Date, and (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transaction, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

      


      “Required
        Ratings Downgrade Event”means
        either a Moody’s Second Trigger Ratings Event or an S&P Required Ratings
        Downgrade Event.

      


      “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 no
        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,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        S&P of “BBB+”.

      


      “Swap
        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 Inc., Asset-Backed Pass-Through Certificates,
        Series 2007-AMC2 (the “Certificates”) or any notes backed by the Certificates
        (the “Notes”).


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4. Account
        Details and Settlement Information:  

      


      
        	
                Payments
                  to Party A:

              	
                Citibank,
                  N.A. New York

              
	 	
                ABA
                  # 021000089

              
	 	
                Account
                  # 00167679

              
	 	
                Swift:
                  CITIUS33

              
	 	
                Transaction
                  Ref# CPC4628

              
	 	 
	 	 
	
                Payments
                  to Party B:

              	
                Wells
                  Fargo Bank, N.A.

              
	 	
                ABA
                  # 121-000-248

              
	 	
                For
                  Credit To: SAS Clearing

              
	 	
                Acct
                  #: 3970771416

              
	 	
                Re:
                  50995001 - CMLTI 2007-AMC2

              


      

      


      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. 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 in its individual capacity, but solely as
                  Cap
                  Trustee on behalf of the trust created pursuant to the Cap Administration
                  Agreement with respect to Citigroup Mortgage Loan Trust Inc., Asset-Backed
                  Pass-Through Certificates, Series 2007-AMC2

              
	 	 	 
	
                By:
                  ________________________________

                (Signing
                  with respect to the terms of the ISDA Master Agreement) 

              	 	
                By:
                  _____________________________

              
	
                 

                 

                By:
                  ________________________________

                (Signing
                  with respect to the terms of this document, with the exception
                  of the
                  terms of the ISDA Master Agreement) 

              	 	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        I

      


      (All
        such
        dates subject to adjustment in accordance with the Following Business Day
        Convention with respect to Floating Rate Payer Period End Dates)

      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Notional
                  Amount

              	
                Strike
                  Rate

              
	
                Effective
                  Date

              	
                4/25/2007

              	
                7,948,756.40

              	
                6.000

              
	
                4/25/2007

              	
                5/25/2007

              	
                7,840,594.54

              	
                6.000

              
	
                5/25/2007

              	
                6/25/2007

              	
                7,710,987.42

              	
                6.000

              
	
                6/25/2007

              	
                7/25/2007

              	
                7,564,313.27

              	
                6.000

              
	
                7/25/2007

              	
                8/25/2007

              	
                7,402,877.66

              	
                6.000

              
	
                8/25/2007

              	
                9/25/2007

              	
                7,221,931.66

              	
                6.000

              
	
                9/25/2007

              	
                10/25/2007

              	
                7,025,345.50

              	
                5.400

              
	
                10/25/2007

              	
                11/25/2007

              	
                6,802,528.81

              	
                5.400

              
	
                11/25/2007

              	
                12/25/2007

              	
                6,563,640.71

              	
                5.400

              
	
                12/25/2007

              	
                1/25/2008

              	
                6,323,632.51

              	
                5.400

              
	
                1/25/2008

              	
                2/25/2008

              	
                6,088,354.54

              	
                5.400

              
	
                2/25/2008

              	
                3/25/2008

              	
                5,858,230.94

              	
                5.400

              
	
                3/25/2008

              	
                4/25/2008

              	
                5,634,635.97

              	
                5.400

              
	
                4/25/2008

              	
                5/25/2008

              	
                5,420,319.35

              	
                5.400

              
	
                5/25/2008

              	
                6/25/2008

              	
                5,203,463.88

              	
                5.400

              
	
                6/25/2008

              	
                7/25/2008

              	
                4,981,469.14

              	
                5.400

              
	
                7/25/2008

              	
                8/25/2008

              	
                4,718,971.98

              	
                5.400

              
	
                8/25/2008

              	
                9/25/2008

              	
                4,455,297.77

              	
                5.400

              
	
                9/25/2008

              	
                10/25/2008

              	
                4,207,334.50

              	
                5.400

              
	
                10/25/2008

              	
                11/25/2008

              	
                3,972,926.20

              	
                5.400

              
	
                11/25/2008

              	
                12/25/2008

              	
                3,749,813.35

              	
                5.400

              
	
                12/25/2008

              	
                1/25/2009

              	
                3,532,147.35

              	
                5.400

              
	
                1/25/2009

              	
                2/25/2009

              	
                3,324,905.34

              	
                5.400

              
	
                2/25/2009

              	
                3/25/2009

              	
                3,129,938.10

              	
                5.400

              
	
                3/25/2009

              	
                4/25/2009

              	
                2,946,022.76

              	
                5.250

              
	
                4/25/2009

              	
                5/25/2009

              	
                2,794,477.90

              	
                5.250

              
	
                5/25/2009

              	
                6/25/2009

              	
                2,639,375.43

              	
                5.250

              
	
                6/25/2009

              	
                7/25/2009

              	
                2,510,082.24

              	
                5.250

              
	
                7/25/2009

              	
                8/25/2009

              	
                2,394,537.90

              	
                5.250

              
	
                8/25/2009

              	
                9/25/2009

              	
                2,284,177.01

              	
                5.250

              
	
                9/25/2009

              	
                10/25/2009

              	
                2,178,737.51

              	
                5.250

              
	
                10/25/2009

              	
                11/25/2009

              	
                2,077,973.34

              	
                5.250

              
	
                11/25/2009

              	
                12/25/2009

              	
                1,981,659.13

              	
                5.250

              
	
                12/25/2009

              	
                1/25/2010

              	
                1,889,630.57

              	
                5.250

              
	
                1/25/2010

              	
                2/25/2010

              	
                1,801,647.84

              	
                5.250

              
	
                2/25/2010

              	
                3/25/2010

              	
                1,717,722.09

              	
                5.250

              
	
                3/25/2010

              	
                4/25/2010

              	
                1,637,645.54

              	
                5.250

              
	
                4/25/2010

              	
                5/25/2010

              	
                1,637,645.54

              	
                5.250

              
	
                5/25/2010

              	
                6/25/2010

              	
                1,637,645.54

              	
                5.250

              
	
                6/25/2010

              	
                7/25/2010

              	
                1,637,645.54

              	
                5.250

              
	
                7/25/2010

              	
                8/25/2010

              	
                1,608,277.50

              	
                5.250

              
	
                8/25/2010

              	
                9/25/2010

              	
                1,555,914.30

              	
                5.250

              
	
                9/25/2010

              	
                10/25/2010

              	
                1,505,266.80

              	
                5.250

              
	
                10/25/2010

              	
                11/25/2010

              	
                1,456,278.39

              	
                5.250

              
	
                11/25/2010

              	
                12/25/2010

              	
                1,408,894.36

              	
                5.250

              
	
                12/25/2010

              	
                1/25/2011

              	
                1,363,063.60

              	
                5.250

              
	
                1/25/2011

              	
                2/25/2011

              	
                1,318,733.58

              	
                5.250

              
	
                2/25/2011

              	
                3/25/2011

              	
                1,275,854.10

              	
                5.250

              
	
                3/25/2011

              	
                4/25/2011

              	
                1,234,377.35

              	
                5.450

              
	
                4/25/2011

              	
                5/25/2011

              	
                1,189,393.14

              	
                5.450

              
	
                5/25/2011

              	
                6/25/2011

              	
                1,146,060.82

              	
                5.450

              
	
                6/25/2011

              	
                7/25/2011

              	
                1,104,319.99

              	
                5.450

              
	
                7/25/2011

              	
                8/25/2011

              	
                1,064,109.16

              	
                5.450

              
	
                8/25/2011

              	
                9/25/2011

              	
                1,025,371.63

              	
                5.450

              
	
                9/25/2011

              	
                10/25/2011

              	
                988,053.91

              	
                5.450

              
	
                10/25/2011

              	
                11/25/2011

              	
                952,103.38

              	
                5.450

              
	
                11/25/2011

              	
                12/25/2011

              	
                917,467.85

              	
                5.450

              
	
                12/25/2011

              	
                1/25/2012

              	
                884,015.67

              	
                5.450

              
	
                1/25/2012

              	
                2/25/2012

              	
                851,761.48

              	
                5.450

              
	
                2/25/2012

              	
                3/25/2012

              	
                820,691.81

              	
                5.450

              
	
                3/25/2012

              	
                4/25/2012

              	
                790,762.79

              	
                5.450

              
	
                4/25/2012

              	
                Termination
                  Date

              	
                761,932.26

              	
                5.450

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        ANNEX
          A

        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of March 30, 2007 between

        CITIBANK,
          N.A., a national banking association organized under the laws of the United
          States (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        and

        Wells
          Fargo Bank, N.A., not in its individual capacity, but solely as Cap Trustee
          on
          behalf of the trust created pursuant to the Cap Administration Agreement
          (the
“Cap Trust”) with respect to Citigroup Mortgage Loan Trust Inc., Asset-Backed
          Pass-Through Certificates, Series 2007-AMC2 (hereinafter referred to as
          “Party
          B”
          or
“Secured
          Party”).

        


        For
          the
          avoidance of doubt, and notwithstanding anything to the contrary that may
          be
          contained in the Agreement, this Credit Support Annex shall relate solely
          to the
          Transaction documented in the Confirmation dated March 30, 2007, between
          Party A
          and Party B, Reference Number CPC4628.

        


        


        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 set forth in Paragraph 3(a), as amended by deleting the words “upon a
          demand made by the Secured Party on or promptly following a Valuation Date” and
          inserting in lieu thereof the words “not later than the close of business on
          each Valuation Date”.

        


        (B)
          "Return
          Amount"
          has the
          meaning set forth in Paragraph 3(b).

        


        (C)
          "Credit
          Support Amount" for
          a
          Valuation Date shall mean zero; provided
          that,
          if
          the Threshold in respect of Party A is zero on such Valuation Date,
          "Credit
          Support Amount"
          shall
          mean one of the following if one of the following specified events have
          occurred
          on such Valuation Date:

        


        
          	 	
                  (i)

                	
                  if
                    (a) no Moody's Second Trigger Ratings Event has occurred and
                    is continuing
                    or (b) less than 30 Local Business Day have elapsed since the
                    last time
                    that no Moody's Second Trigger Rating Event had occurred and
                    was
                    continuing, "Credit
                    Support Amount"
                    shall mean an amount in USD equal to the greater of (1) the sum
                    of (a) the
                    Secured Party’s Exposure and (b) the First Trigger Collateral Amount (as
                    defined below) for each Transaction 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
                    the last
                    time that no Moody's Second Trigger Rating Event had occurred
                    and was
                    continuing, "Credit
                    Support Amount"
                    shall mean an amount in USD equal to the greatest of (1) the
                    sum of (a)
                    the Secured Party’s Exposure and (b) the Second Trigger Collateral Amount
                    (as defined below) for each Transaction hereunder, (2) the
                    aggregate amount of the Next Payments (as defined below) for
                    all Next
                    Payment Dates (as defined below)
                    and (3) zero; and

                


        

        


        
          	 	 	
                  (iii)

                	
                  if
                    a Relevant Entity's rating falls below either the S&P Approved Ratings
                    Threshold or the S&P Required Ratings Thresehold and continues to
                    remain below either the S&P Approved Ratings Threshold or the S&P
                    Required Ratings Thresehold, "Credit
                    Support Amount"
                    shall mean an amount in USD equal to the greater of (1) the sum
                    of (a) the
                    Secured Party's Exposure and (b) the Notional Volatility Buffer
                    and (2)
                    zero.
                    "Notional
                    Volatility Buffer",
                    as determined by the Valuation Agent for any date, means the
                    product of
                    (i) the Scale Factor, if any, for such Transaction, or, if no
                    Scale Factor
                    is applicable for such Transaction, one, (ii) the Notional Amount
                    of the
                    Transaction on such date, and (iii) the Volatility Buffer Percentage
                    for
                    such date as set out in the table below on such date,
                    

                


        

        
        

         

        
          	
                  Party
                    A S&P Rating on such date

                	
                  Remaining
                    Weighted Average Life Maturity up to 3 years

                	
                  Remaining
                    Weighted Average Life Maturity up to 5 years

                	
                  Remaining
                    Weighted Average Life Maturity up to 10 years

                	
                  Remaining
                    Weighted Average Life Maturity up to 30 years

                
	
                  S&P
                    S-T Rating of "A-1" or above

                	
                  0.00%

                	
                  0.00%

                	
                  0.00%

                	
                  0.00%

                
	
                  S&P
                    S-T Rating of “A-2”

                	
                  2.75%

                	
                  3.25%

                	
                  4.0%

                	
                  4.75%

                
	
                  S&P
                    S-T Rating of “A-3”

                	
                  3.25%

                	
                  4.00%

                	
                  5.0%

                	
                  6.25%

                
	
                  S&P
                    L-T Rating of “BB+”
                    or
                    lower

                	
                  3.50%

                	
                  4.50%

                	
                  6.75%

                	
                  7.50%

                


        

         

         

        L-T
          Rating
          means
          with respect to any Person, the unsecured, unguaranteed and otherwise
          unsupported long-term senior debt obligations of such Person. 

        


        S-T
          Rating
          means
          with respect to any Person, the unsecured, unguaranteed and otherwise
          unsupported short-term debt obligations of such Person.

        


        In
          circumstances where more than one of Paragraph 13(b)(i)(C)(i), (ii) and
          (iii)
          apply, the Credit Support Amount shall be calculated by reference to the
          paragraph which would result in Party A Transferring the greatest amount
          of
          Eligible Credit Support. Under no circumstances will Party A be required
          to
          Transfer more Eligible Credit Support than the greatest amount calculated
          in
          accordance with one of Paragraph 13(b)(i)(C)(i), (ii) or (iii).

        


        First
          Trigger Collateral Amount
          means,
          in respect of each Transaction hereunder on any date, an amount in USD
          equal to
          the product of (i) the
          Scale
          Factor, if any, for such Transaction, or, if no Scale Factor is applicable
          for
          such Transaction, one,
          (ii)
          Notional Amount of such Transaction on such date and (iii) the Applicable
          Percentage set forth in the table in Exhibit A hereto.

        


        “Next
          Payment”
means,
          in respect of each Next Payment Date, the greater of (i) the amount of
          any
          payments due to be made by Party A under Section 2(a) on such Next Payment
          Date
          less any payments due to be made by Party B under Section 2(a) on such
          Next
          Payment Date (in each case, after giving effect to any applicable netting
          under
          Section 2(c)) and (ii) zero.

        


        “Next
          Payment Date”
means
          each date on which the next scheduled payment under any Transaction is
          due to be
          paid.

        


        Second
          Trigger Collateral Amount
          means,
          in respect of each Transaction hereunder on any date, an amount in USD
          equal to
          the product of (i) the
          Scale
          Factor, if any, for such Transaction, or, if no Scale Factor is applicable
          for
          such Transaction, one,
          (ii)
          Notional Amount of such Transaction on such date and (iii) 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:

        


        (A) Valuation
          Percentage S&P

        


        
          	
                   

                  Collateral
                    

                	
                  S&P
                    Valuation 

                  Percentage

                
	
                  (A)  U.S.
                    Dollar Cash

                	
                  100%

                
	
                  (B)  Fixed-rate
                    negotiable debt obligations issued by the U.S. Treasury Department
                    having
                    a remaining maturity on such date of not more than one
                    year

                	
                  98.5%

                
	
                  (C)  Fixed-rate
                    negotiable debt obligations issued by the U.S. Treasury Department
                    having
                    a remaining maturity on such date of more than one year but not
                    more than
                    ten years

                	
                  89.9%

                
	
                  (D)  Fixed-rate
                    negotiable debt obligations issued by the U.S. Treasury Department
                    having
                    a remaining maturity on such date of more than ten years

                	
                  83.9%

                


        

        


        


        */
          The
          Valuation Percentage shall be determined by the Valuation Agent from time
          to
          time and in its sole discretion.

        


        (B) Valuation
          Percentage Moody's

        


        
          	
                  INTRUMENT

                	
                  If
                    Paragraph 13(b)(i)(C)(i) applies

                	
                  If
                    Paragraph 13(b)(i)(C)(ii) applies

                
	
                  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%

                


        

        


        Paragraph
          13(b)(ii)(A) shall apply if Paragraph 13(b)(i)(C)(iii) applies and Paragraph
          13
          (b)(ii)(B) shall apply if either Paragraph 13(b)(i)(C)(i) or 13(b)(i)(C)(ii)
          applies. 

        


        If
          both
          Paragraph 13(b)(ii)(A) and 13(b)(ii)B) apply: (i) no item shall qualify
          as
“Eligible Collateral” for Party A unless it is specified in both such paragraphs
          and (ii) the Valuation Percentage for an item of Eligible Collateral shall
          be
          calculated by reference to the paragraph which would result in the lower
          Valuation Percentage for such item of Eligible Collateral.

         

        (iii)
          Other
          Eligible Support.
          There
          shall be no "Other Eligible Support" for either party for purposes of this
          Annex.

        


        (iv)
          Thresholds.

         

        (A)
          "Threshold"
          means
          with respect to Party A and Party B: infinity, provided that the Threshold
          with
          respect to Party A shall be zero so long as (1) a Moody’s
          First Trigger Ratings Event has
          occurred and is continuing and either (i) at least 30 Local Business Days
          have
          elapsed since the last time that no Moody’s First Trigger Ratings
          Event has
          occurred and was continuing or (ii) such Moody’s First Trigger Ratings Event has
          been continuing since this Annex was executed, or (2) (i) an
          S&P Approved Ratings Downgrade Event
          has
          occurred and is continuing and either (a) at least 30 calendar days have
          elapsed
          since the last time that S&P Approved Ratings Downgrade Event has occurred
          or (b) such S&P Approved Ratings Downgrade Event has been continuing since
          this Annex was executed or (ii) an S&P
          Required Ratings Downgrade Event
          has
          occurred and is continuing.

        


        (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 to   commonly
          accepted market sources.

        


        (ii)
          "Valuation
          Date" means,
          means each Local Business Day which, if treated as a Valuation Date, would
          result in a Delivery Amount or a Return Amount.

        


        (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 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.

        


        (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 Cap
          Trustee will be entitled to hold Posted Collateral pursuant to Paragraph
          6(b);
          provided, that Posted Collateral shall be held in a segregated Eligible
          Account
          or a segregated trust account.

        


        (ii)
          Use
          of Posted Collateral.
          The
          provisions of Paragraph 6(c) will not apply to Party B. Therefore, Party
          B will
          not have any of the rights specified in Paragraph 6(c)(i) or 6(c)(ii),
          provided,
          however, that Party B or its Custodian shall have the right to register
          any
          Posted Collateral that constitutes a book entry security in the name of
          its
          custodian.

        


        (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.

        


        (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.

        


        (i)           
           Additional
          Representations. 

        


        Party
          A
          represents to Party B (which representation will be deemed to be repeated
          as of
          each date on which Party A, 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:

        


        Address:             
           Wells
          Fargo Bank, N.A.

        9062
          Old
          Annapolis Road

        Columbia,
          Maryland 21045

        Attention: Client
          Manager - CMLTI 2007-AMC2

        Facsimile
          No: (410)
          715-2380

        Telephone
          No: (410)
          884-2000

        


        (l)          
           External
          Verification.

        


        Notwithstanding
          anything to the contrary in the definitions of Valuation Agent or Valuation
          Date, at any time at which Party A (or, to the extent applicable, its Credit
          Support Provider) does not have a long-term unsubordinated and unsecured
          debt
          rating of at least “BBB+” from S&P, the Valuation Agent shall (A) calculate
          the Secured Party’s Exposure and the S&P Value of Posted Credit Support on
          each Valuation Date based on internal marks and (B) verify such calculations
          with external marks monthly by obtaining on the last Local Business Day
          of each
          calendar month two external marks for each Transaction to which this Annex
          relates and for all Posted Credit Support; such verification of the Secured
          Party’s Exposure shall be based on the higher of the two external marks. Each
          external mark in respect of a Transaction shall be obtained from an independent
          Reference Market-maker that would be eligible and willing to enter into
          such
          Transaction in the absence of the current derivative provider, provided
          that an
          external mark may not be obtained from the same Reference Market-maker
          more than
          four times in any 12-month period. The Valuation Agent shall obtain these
          external marks directly or through an independent third party, in either
          case at
          no cost to Party B. The Valuation Agent shall calculate on each Valuation
          Date
          (for purposes of this paragraph, the last Local Business Day in each calendar
          month referred to above shall be considered a Valuation Date) the Secured
          Party’s Exposure based on the greater of the Valuation Agent’s internal marks
          and the external marks received. If the S&P Value on any such Valuation Date
          of all Posted Credit Support then held by the Secured Party is less than
          the
          S&P Credit Support Amount on such Valuation Date (in each case as determined
          pursuant to this paragraph), Party A shall, within three Local Business
          Days of
          such Valuation Date, Transfer to the Secured Party Eligible Credit Support
          having an S&P Value as of the date of Transfer at least equal to such
          deficiency.

        


        
          	
                  (m)

                	
                  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, and (b) the term “Pledgor” as used in this Annex means
                    only Party A.

                


        

        


        
          	
                  (n)

                	
                  Expenses.
                    Notwithstanding
                    anything to the contrary in Paragraph 10, the Pledgor will be
                    responsible
                    for, and will reimburse the Secured Party for, all transfer and
                    other
                    taxes and other costs involved in any Transfer of Eligible
                    Collateral.

                


        

        


        (o)         
           Other
          Provisions. 

        


        (i)
          Custodian.
          A party
          shall be eligible to serve as Custodian if and for so long as it (i) is
          a trust
          company or commercial bank with trust powers, organized under the laws
          of the
          United States of America or any state thereof and subject to supervision
          or
          examination by federal or state authority, having a combined capital and
          surplus
          of at least $500,000,000 and (ii) shall have general unsecured short-term
          obligations rated at least "P-1" by Moody's and "A-1" by S&P.

        


        (ii)
          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.

        


        (iii)
          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 Elligibile 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".

        


        (iv)
          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: To be provided 

         

        Party
          B’s
          Custodian account details for holding collateral: 

        


        ABA
          #:
          121-000-248

        For
          Credit To: SAS Clearing

        Acct
          #:
          3970771416

        Re:
          50995002 - CMLTI 2007-AMC2

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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 in its individual capacity, but solely
                    as Cap
                    Trustee on behalf of the trust created pursuant to the Cap Administration
                    Agreement with respect to Citigroup Mortgage Loan Trust Inc.,
                    Asset-Backed
                    Pass-Through Certificates, Series 2007-AMC2

                
	 	 	 
	
                  By:
                    ______________________________________________________

                	 	
                  By:
                    _________________________________________________________

                
	 	 	 


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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
      J

    


    [RESERVED]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

    


    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    


    **SEND
      VIA FAX TO 410-715-2380 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:
      Corporate Trust Services- CMLTI 2007-AMC2—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
      March 1, 2007, among Citigroup Mortgage Loan Trust Inc. as Depositor, Wells
      Fargo Bank, N.A. as Master Servicer and Trust Administrator, Ocwen Loan
      Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home Loans Servicing LP
      as
      Servicers 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]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L

    


    


    ANNUAL
      STATEMENT OF COMPLIANCE

    


    CITIGROUP
      MORTGAGE LOAN TRUST 2007-AMC2,

     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATES, SERIES 2007-AMC2

     

    I,
      _____________________, hereby certify that I am a duly appointed
      __________________________ of [Wells Fargo Bank, N.A.] [Ocwen Loan Servicing,
      LLC], [GMAC Mortgage, LLC], and further certify as follows:

     

    1. This
      certification is being made pursuant to the terms of the Pooling and Servicing
      Agreement, dated as of March 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”), Ocwen
      Loan Servicing, LLC, GMAC Mortgage, LLC and Countrywide Home Loans Servicing
      LP
      as Servicers (the “Servicers”) 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-

            	
              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

            


    

     

    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
          Sale     Charge
          Off 

         

        Was
          this loan granted a Bankruptcy deficiency or cramdown  Yes      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

            	
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    EXHIBIT
      N

     

    
      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-AMC2, Asset-Backed Pass-Through Certificates,
        Series 2007-AMC2.

      


      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-1

     

    FORM
      OF
      COUNTRYWIDE 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
      O-2

     

    COUNTRYWIDE
      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
      O-3

     

    FORM
      OF
      COUNTRYWIDE 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 MARCH 30, 2007

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    SCHEDULE
      2

     

    PREPAYMENT
      CHARGE SCHEDULE

     

    AVAILABLE
      UPON REQUEST