Unassociated Document


    


     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

    Depositor

     

    CITIMORTGAGE,
      INC.

    Master
      Servicer and Trust Administrator

     

    CITIBANK,
      N.A.

    Paying
      Agent, Certificate Registrar and Authenticating Agent

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

    Trustee

     

    _________________________________________

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of March 1, 2007

    _________________________________________

     

    Mortgage
      Pass-Through Certificates

     

    Series
      2007-AR5



    
      
              

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    


    
      	
              ARTICLE
                I

               

            
	
              DEFINITIONS

               

            
	
              SECTION
                1.01

            	
              Defined
                Terms.

            
	
              SECTION
                1.02

            	
              Allocation
                of Certain Interest Shortfalls.

            
	
               

              ARTICLE
                II

               

            
	
              CONVEYANCE
                OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

               

            
	
              SECTION
                2.01

            	
              Conveyance
                of Mortgage Loans.

            
	
              SECTION
                2.02

            	
              Acceptance
                of the Trust Fund by the Trustee.

            
	
              SECTION
                2.03

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

            
	
              SECTION
                2.04

            	
              Reserved.

            
	
              SECTION
                2.05

            	
              Representations,
                Warranties and Covenants of the Master Servicer.

            
	
              SECTION
                2.06

            	
              Issuance
                of the Certificates.

            
	
              SECTION
                2.07

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

            
	
               

              ARTICLE
                III

               

              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

               

            
	
              SECTION
                3.01

            	
              Master
                Servicer to Act as Master Servicer.

            
	
              SECTION
                3.02

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

            
	
              SECTION
                3.03

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                3.04

            	
              Liability
                of the Master Servicer.

            
	
              SECTION
                3.05

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

            
	
              SECTION
                3.06

            	
              Assumption
                or Termination of Sub-Servicing Agreements by Trustee.

            
	
              SECTION
                3.07

            	
              Collection
                of Certain Mortgage Loan Payments.

            
	
              SECTION
                3.08

            	
              Sub-Servicing
                Accounts.

            
	
              SECTION
                3.09

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

            
	
              SECTION
                3.10

            	
              Collection
                Account and Distribution Account.

            
	
              SECTION
                3.11

            	
              Withdrawals
                from the Collection Account and Distribution Account.

            
	
              SECTION
                3.12

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

            
	
              SECTION
                3.13

            	
              Maintenance
                of the Primary Mortgage Insurance Policies; Collections
                Thereunder.

            
	
              SECTION
                3.14

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

            
	
              SECTION
                3.15

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

            
	
              SECTION
                3.16

            	
              Realization
                Upon Defaulted Mortgage Loans.

            
	
              SECTION
                3.17

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            
	
              SECTION
                3.18

            	
              Servicing
                Compensation.

            
	
              SECTION
                3.19

            	
              Reports
                to the Trust Administrator; Collection Account
                Statements.

            
	
              SECTION
                3.20

            	
              Statement
                as to Compliance.

            
	
              SECTION
                3.21

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              SECTION
                3.22

            	
              Access
                to Certain Documentation.

            
	
              SECTION
                3.23

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.24

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

            
	
              SECTION
                3.25

            	
              Obligations
                of the Master Servicer in Respect of Monthly Payments.

            
	
               

              ARTICLE
                IV

               

              PAYMENTS
                TO CERTIFICATEHOLDERS

               

            
	
              SECTION
                4.01

            	
              Distributions.

            
	
              SECTION
                4.02

            	
              Statements
                to Certificateholders.

            
	
              SECTION
                4.03

            	
              Remittance
                Reports; P&I Advances.

            
	
              SECTION
                4.04

            	
              Allocation
                of Extraordinary Trust Fund Expenses and Realized
                Losses.

            
	
              SECTION
                4.05

            	
              Compliance
                with Withholding Requirements.

            
	
              SECTION
                4.06

            	
              Commission
                Reporting.

            
	
              SECTION
                4.07

            	
              Distributions
                and Allocations of Realized Losses on the REMIC Regular
                Interests.

            
	
               

              ARTICLE
                V

               

              THE
                CERTIFICATES

               

            
	
              SECTION
                5.01

            	
              The
                Certificates.

            
	
              SECTION
                5.02

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              SECTION
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              SECTION
                5.04

            	
              Persons
                Deemed Owners.

            
	
              SECTION
                5.05

            	
              Certain
                Available Information.

            
	
               

              ARTICLE
                VI

               

              THE
                DEPOSITOR AND THE MASTER SERVICER

               

            
	
              SECTION
                6.01

            	
              Liability
                of the Depositor and the Master Servicer.

            
	
              SECTION
                6.02

            	
              Merger
                or Consolidation of the Depositor or the Master
                Servicer.

            
	
              SECTION
                6.03

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

            
	
              SECTION
                6.04

            	
              Limitation
                on Resignation of the Master Servicer.

            
	
              SECTION
                6.05

            	
              Rights
                of the Depositor in Respect of the Master Servicer.

            
	
               

              ARTICLE
                VII

               

              DEFAULT

               

            
	
              SECTION
                7.01

            	
              Master
                Servicer Events of Default.

            
	
              SECTION
                7.02

            	
              Trustee
                to Act; Appointment of Successor.

            
	
              SECTION
                7.03

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.04

            	
              Waiver
                of Master Servicer Events of Default.

            
	
               

              ARTICLE
                VIII

               

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

               

            
	
              SECTION
                8.01

            	
              Duties
                of Trustee, Trust Administrator and Others.

            
	
              SECTION
                8.02

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

            
	
              SECTION
                8.03

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

            
	
              SECTION
                8.04

            	
              Trustee,
                Trust Administrator and Others May Own Certificates.

            
	
              SECTION
                8.05

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

            
	
              SECTION
                8.06

            	
              Eligibility
                Requirements for Trustee and Trust Administrator.

            
	
              SECTION
                8.07

            	
              Resignation
                and Removal of the Trustee and the Trust Administrator.

            
	
              SECTION
                8.08

            	
              Successor
                Trustee or Trust Administrator.

            
	
              SECTION
                8.09

            	
              Merger
                or Consolidation of Trustee or Trust Administrator.

            
	
              SECTION
                8.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              SECTION
                8.11

            	
              [intentionally
                omitted]

            
	
              SECTION
                8.12

            	
              Appointment
                of Office or Agency.

            
	
              SECTION
                8.13

            	
              Representations
                and Warranties.

            
	
              SECTION
                8.14

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

            
	
              SECTION
                8.15

            	
              No
                Trustee Liability for Actions or Inactions of
                Custodians.

            
	
               

              ARTICLE
                IX

               

              TERMINATION

               

            
	
              SECTION
                9.01

            	
              Termination
                Upon Repurchase or Liquidation of the Mortgage Loans.

            
	
              SECTION
                9.02

            	
              Additional
                Termination Requirements.

            
	
               

              ARTICLE
                X

               

              REMIC
                PROVISIONS

               

            
	
              SECTION
                10.01

            	
              REMIC
                Administration.

            
	
              SECTION
                10.02

            	
              Prohibited
                Transactions and Activities.

            
	
              SECTION
                10.03

            	
              Master
                Servicer and Trust Administrator Indemnification.

            
	
               

              ARTICLE
                XI

               

              MISCELLANEOUS
                PROVISIONS

               

            
	
              SECTION
                11.01

            	
              Amendment.

            
	
              SECTION
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              SECTION
                11.03

            	
              Limitation
                on Rights of Certificateholders.

            
	
              SECTION
                11.04

            	
              Governing
                Law.

            
	
              SECTION
                11.05

            	
              Notices.

            
	
              SECTION
                11.06

            	
              Severability
                of Provisions.

            
	
              SECTION
                11.07

            	
              Notice
                to Rating Agencies.

            
	
              SECTION
                11.08

            	
              Article
                and Section References.

            
	
              SECTION
                11.09

            	
              Grant
                of Security Interest.

            
	
              SECTION
                11.10

            	
              Intention
                of the Parties and Interpretation.

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBITS

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Class 1-A1A Certificate

            
	
              Exhibit
                A-2

            	
              Form
                of Class 1-A2A Certificate

            
	
              Exhibit
                A-3

            	
              Form
                of Class 1-A12B Certificates

            
	
              Exhibit
                A-4

            	
              Form
                of Class 1-12IO Certificate

            
	
              Exhibit
                A-5

            	
              Form
                of Class 1-A3A Certificate

            
	
              Exhibit
                A-6

            	
              Form
                of Class 1-A3B Certificate

            
	
              Exhibit
                A-7

            	
              Form
                of Class 1-3IO Certificate

            
	
              Exhibit
                A-8

            	
              Form
                of Class 1-B1 Certificate

            
	
              Exhibit
                A-9

            	
              Form
                of Class 1-B2 Certificate

            
	
              Exhibit
                A-10

            	
              Form
                of Class 1-B3 Certificate

            
	
              Exhibit
                A-11

            	
              Form
                of Class 1-B4 Certificate

            
	
              Exhibit
                A-12

            	
              Form
                of Class 1-B5 Certificate

            
	
              Exhibit
                A-13

            	
              Form
                of Class 1-B6 Certificate

            
	
              Exhibit
                A-14

            	
              Form
                of Class 1-R Certificate

            
	
              Exhibit
                A-15

            	
              Form
                of Class 2-A1A Certificate

            
	
              Exhibit
                A-16

            	
              Form
                of Class 2-A2A Certificate

            
	
              Exhibit
                A-17

            	
              Form
                of Class 2-AB Certificate

            
	
              Exhibit
                A-18

            	
              Form
                of Class 2-AIO Certificate

            
	
              Exhibit
                A-19

            	
              Form
                of Class 2-BIO Certificate

            
	
              Exhibit
                A-20

            	
              Form
                of Class 2-B1 Certificate

            
	
              Exhibit
                A-21

            	
              Form
                of Class 2-B2 Certificate

            
	
              Exhibit
                A-22

            	
              Form
                of Class 2-B3 Certificate

            
	
              Exhibit
                A-23

            	
              Form
                of Class 2-B4 Certificate

            
	
              Exhibit
                A-24

            	
              Form
                of Class 2-B5 Certificate

            
	
              Exhibit
                A-25

            	
              Form
                of Class 2-B6 Certificate

            
	
              Exhibit
                A-26

            	
              Form
                of Class 2-R Certificate

            
	
              Exhibit
                B

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

            
	
              Exhibit
                C

            	
              Servicing
                Criteria to be Addressed in Assessment of Compliance

            
	
              Exhibit
                D

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                E

            	
              Request
                for Release

            
	
              Exhibit
                F-1

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

            
	
              Exhibit
                F-2

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

            
	
              Exhibit
                G

            	
              Form
                of Certification with respect to ERISA and the Code

            
	
              Exhibit
                H

            	
              Form
                of Master Servicer Certification

            
	
              Exhibit
                I

            	
              Form
                of Back-up Certification

            
	 	 
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            


    

    
      	
               

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Pooling and Servicing Agreement, is dated and effective as of March 1, 2007,
      among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC.,
      as
      Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent,
      Certificate Registrar and Authenticating Agent and U.S. BANK NATIONAL
      ASSOCIATION, as Trustee.

     

    PRELIMINARY
      STATEMENT:

     

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

     

    REMIC
      I-A

     

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

     

    
      	
              Designation

            	 	
              REMIC
                I-A

              Remittance
                Rate(2)

            	 	
              Initial
                Uncertificated Balance

            	 	
              Latest
                Possible Maturity Date(1)

            
	
              LT-1A

            	 	
              Variable

            	 	
              $

            	
              1,996,728.13

            	 	
              [month
                year]

            
	
              LT-1B

            	 	
              Variable

            	 	
              $

            	
              31,948,238.13

            	 	
              [month
                year]

            
	
              LT-2A

            	 	
              Variable

            	 	
              $

            	
              2,387,085.88

            	 	
              [month
                year]

            
	
              LT-2B

            	 	
              Variable

            	 	
              $

            	
              38,193,285.88

            	 	
              [month
                year]

            
	
              LT-3A

            	 	
              Variable

            	 	
              $

            	
              372,806.54

            	 	
              [month
                year]

            
	
              LT-3B

            	 	
              Variable

            	 	
              $

            	
              5,965,106.54

            	 	
              [month
                year]

            
	
              LT-ZZZ

            	 	
              Variable

            	 	
              $

            	
              680,202,953.89

            	 	
              [month
                year]

            
	
              LT-R

            	 	
              Variable

            	 	
              $

            	
              100.54

            	 	
              [month
                year]

            


    

    


    
      	
              (1)

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

            


    

     

    
      	
              (2)

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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      I-B

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the REMIC I-A Regular Interests subject to this
      Agreement as a REMIC (as defined herein) for federal income tax purposes, and
      such segregated pool of assets will be designated as “REMIC I-B”. The Class R-IB
      Residual Interest will be the sole class of “residual interests” in REMIC I-B
      for purposes of the REMIC Provisions (as defined herein). The following table
      irrevocably sets forth the designation, the REMIC I-B 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-B Regular Interests (as defined herein). None of the REMIC
      I-B Regular Interests will be certificated.

     

    
      	
              
                 

                Designation

              

            	 	
              
                 

                REMIC
                  I-B Remittance Rate(2)

              

            	 	
              
                 

                Initial
                  Uncertificated Balance

              

            	 	
              
                 

                Latest
                  Possible Maturity Date(1)

              

            
	
              LT-A1A

            	 	
              Variable

            	 	
              $

            	
              279,547,000.00

            	 	 	
              [month
                year]

            
	
              LT-A2A

            	 	
              Variable

            	 	
              $

            	
              334,191,000.00

            	 	 	
              [month
                year]

            
	
              LT-A12B1

            	 	
              Variable

            	 	
              $

            	
              19,968,000.00

            	 	 	
              [month
                year]

            
	
              LT-A12B2

            	 	
              Variable

            	 	
              $

            	
              23,871,000.00

            	 	 	
              [month
                year]

            
	
              LT-A3A

            	 	
              Variable

            	 	
              $

            	
              52,194,000.00

            	 	 	
              [month
                year]

            
	
              LT-A3B

            	 	
              Variable

            	 	
              $

            	
              3,729,000.00

            	 	 	
              [month
                year]

            
	
              LT-R

            	 	
              Variable

            	 	
              $

            	
              100.54

            	 	 	
              [month
                year]

            
	
              LT-B1

            	 	
              Variable

            	 	
              $

            	
              25,876,000.00

            	 	 	
              [month
                year]

            
	
              LT-B2

            	 	
              Variable

            	 	
              $

            	
              7,230,000.00

            	 	 	
              [month
                year]

            
	
              LT-B3

            	 	
              Variable

            	 	
              $

            	
              5,327,000.00

            	 	 	
              [month
                year]

            
	
              LT-B4

            	 	
              Variable

            	 	
              $

            	
              3,806,000.00

            	 	 	
              [month
                year]

            
	
              LT-B5

            	 	
              Variable

            	 	
              $

            	
              2,663,000.00

            	 	 	
              [month
                year]

            
	
              LT-B6

            	 	
              Variable

            	 	
              $

            	
              2,664,205.00

            	 	 	
              [month
                year]

            


    

    


     

    
      	
              1)

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

            


    

     

    
      	
              (2)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      I-C

     

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

     

    
      	
              Designation

            	 	
              Pass-Through

              Rate(2)

            	 	
              Initial
                Aggregate

              Certificate
                Principal Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            


    

    
      	
              Class
                1-A1A

            	 	
              Variable(2)

            	 	
              $

            	
              279,547,000.00

            	 	
              [month
                year]

            
	
              1-A1B
                Component(3)

            	 	
              Variable(2)

            	 	
              $

            	
              19,968,000.00

            	 	
              [month
                year]

            
	
              1-1IO
                Component(4)

            	 	
              0.64118%

            	 	 	
              (5)

            	 	
              [month
                year]

            
	
              Class
                1-A2A

            	 	
              Variable(2)

            	 	
              $

            	
              334,191,000.00

            	 	
              [month
                year]

            
	
              1-A2B
                Component(3)

            	 	
              Variable(2)

            	 	
              $

            	
              23,871,000.00

            	 	
              [month
                year]

            
	
              1-2IO
                Component(4)

            	 	
              0.56136%

            	 	 	
              (5)

            	 	
              [month
                year]

            
	
              Class
                1-A3A

            	 	
              Variable(2)

            	 	
              $

            	
              52,194,000.00

            	 	
              [month
                year]

            
	
              Class
                1-A3B

            	 	
              Variable(2)

            	 	
              $

            	
              3,729,000.00

            	 	
              [month
                year]

            
	
              Class
                1-3IO

            	 	
              0.73589%

            	 	 	
              (5)

            	 	
              [month
                year]

            
	
              Class
                1-R

            	 	
              Variable(2)

            	 	
              $

            	
              100.54

            	 	
              [month
                year]

            
	
              Class
                1-B1

            	 	
              Variable(2)

            	 	
              $

            	
              25,876,000.00

            	 	
              [month
                year]

            
	
              Class
                1-B2

            	 	
              Variable(2)

            	 	
              $

            	
              7,230,000.00

            	 	
              [month
                year]

            
	
              Class
                1-B3

            	 	
              Variable(2)

            	 	
              $

            	
              5,327,000.00

            	 	
              [month
                year]

            
	
              Class
                1-B4

            	 	
              Variable(2)

            	 	
              $

            	
              3,806,000.00

            	 	
              [month
                year]

            
	
              Class
                1-B5

            	 	
              Variable(2)

            	 	
              $

            	
              2,663,000.00

            	 	
              [month
                year]

            
	
              Class
                1-B6

            	 	
              Variable(2)

            	 	
              $

            	
              2,664,205.00

            	 	
              [month
                year]

            


    

    


    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    
      	
              (3)

            	
              The
                1-A1B Component and the 1-A2B Component shall be
                uncertificated.  The Class 1-A12B Certificates shall represent
                ownership of the 1-A1B Component and the 1-A2B Component, and the
                initial
                Certificate Principal Balance of the Class 1-A12B Certificates shall
                equal
                $43,839,000.00, which is the sum of the Component Principal Balances
                of
                the 1-A1B Component and the 1-A2B
                Component.

            


    

    
      	
              (4)

            	
              The
                1-1IO Component and the 1-2IO Component shall be
                uncertificated.  The Class 1-12IO Certificates shall represent
                ownership of the 1-1IO Component and the 1-2IO Component, and the
                initial
                Notional Amount of the Class 1-12IO Certificates shall equal the
                sum of
                the Component Notional Amounts of the 1-1IO Component and the 1-2IO
                Component.

            


    

    
      	
              (5)

            	
              The
                1-1IO Component, the 1-2IO
                Component and the Class 1-3IO Certificates will not have a Component
                Principal Balance or a Certificate Principal Balance, as the case
                may be,
                but will accrue interest at the Pass-Through Rate for such Component
                or
                Class on the Component Notional Amount or Notional Amount thereof,
                as the
                case may be, determined as set forth
                herein.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      II-A

     

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

     

    


    
      	
              Designation

            	 	
              REMIC
                II-A Remittance Rate(2)

            	 	
              Initial
                Uncertificated Balance

            	 	
              Latest
                Possible Maturity Date(1)

            
	
              LT-1A

            	 	
              Variable

            	 	
              $

            	
              434,754.40

            	 	
              [month
                year]

            
	
              LT-1B

            	 	
              Variable

            	 	
              $

            	
              7,246,764.40

            	 	
              [month
                year]

            
	
              LT-2A

            	 	
              Variable

            	 	
              $

            	
              584,972.77

            	 	
              [month
                year]

            
	
              LT-2B

            	 	
              Variable

            	 	
              $

            	
              9,748,972.77

            	 	
              [month
                year]

            
	
              LT-ZZZ

            	 	
              Variable

            	 	
              $

            	
              151,941,806.67

            	 	
              [month
                year]

            
	
              LT-R

            	 	
              Variable

            	 	
              $

            	
              100.64

            	 	
              [month
                year]

            


    

    


    
      	
              (1)

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

            


    

    


    
      	
              (2)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      II-B

     

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

     

    
      	
              
                 

                Designation

              

            	 	
              
                 

                REMIC
                  II-B Remittance Rate(2)

              

            	
              
                 

                Initial
                  Uncertificated Balance

              

            	 	
              
                 

                Latest
                  Possible Maturity Date(1)

              

            
	
              LT-A1A

            	 	
              Variable

            	
              $

            	
              63,772,000.00

            	 	 	
              [month
                year]

            
	
              LT-A2A

            	 	
              Variable

            	
              $

            	
              85,790,000.00

            	 	 	
              [month
                year]

            
	
              LT-A12B1

            	 	
              Variable

            	
              $

            	
              4,348,000.00

            	 	 	
              [month
                year]

            
	
              LT-A12B2

            	 	
              Variable

            	
              $

            	
              5,850,000.00

            	 	 	
              [month
                year]

            
	
              LT-R

            	 	
              Variable

            	
              $

            	
              100.64

            	 	 	
              [month
                year]

            
	
              LT-B1

            	 	
              Variable

            	
              $

            	
              5,438,000.00

            	 	 	
              [month
                year]

            
	
              LT-B2

            	 	
              Variable

            	
              $

            	
              1,530,000.00

            	 	 	
              [month
                year]

            
	
              LT-B3

            	 	
              Variable

            	
              $

            	
              1,190,000.00

            	 	 	
              [month
                year]

            
	
              LT-B4

            	 	
              Variable

            	
              $

            	
              850,000.00

            	 	 	
              [month
                year]

            
	
              LT-B5

            	 	
              Variable

            	
              $

            	
              594,000.00

            	 	 	
              [month
                year]

            
	
              LT-B6

            	 	
              Variable

            	
              $

            	
              595,271.00

            	 	 	
              [month
                year]

            


    

    


     

    
      	
              (1)

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

            


    

     

    
      	
              (2)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      II-C

     

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

     

    
      	
              Designation

            	 	
              Pass-Through

              Rate(2)

            	 	
              Initial
                Aggregate

              Certificate
                Principal Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            


    

    
      	
              Class
                2-A1A

            	 	
              Variable(2)

            	 	
              $

            	
              63,772,000.00

            	 	
              [month
                year]

            
	
              2-A1B
                Component(3)

            	 	
              Variable(2)

            	 	
              $

            	
              4,348,000.00

            	 	
              [month
                year]

            
	
              2-1IO
                Component(4)

            	 	
              0.58851%

            	 	 	
              (5)

            	 	
              [month
                year]

            
	
              Class
                2-A2A

            	 	
              Variable(2)

            	 	
              $

            	
              85,790,000.00

            	 	
              [month
                year]

            
	
              2-A2B
                Component(3)

            	 	
              Variable(2)

            	 	
              $

            	
              5,850,000.00

            	 	
              [month
                year]

            
	
              2-2IO
                Component(4)

            	 	
              0.48835%

            	 	 	
              (5)

            	 	
              [month
                year]

            
	
              2-B1IO
                Component(4)

            	 	
              0.21800%

            	 	 	
              (5)

            	 	
              [month
                year]

            
	
              2-B2IO
                Component(4)

            	 	
              0.18500%

            	 	 	
              (5)

            	 	
              [month
                year]

            
	
              Class
                2-R

            	 	
              Variable(2)

            	 	
              $

            	
              100.64

            	 	
              [month
                year]

            
	
              Class
                2-B1

            	 	
              Variable(2)

            	 	
              $

            	
              5,438,000.00

            	 	
              [month
                year]

            
	
              Class
                2-B2

            	 	
              Variable(2)

            	 	
              $

            	
              1,530,000.00

            	 	
              [month
                year]

            
	
              Class
                2-B3

            	 	
              Variable(2)

            	 	
              $

            	
              1,190,000.00

            	 	
              [month
                year]

            
	
              Class
                1-B4

            	 	
              Variable(2)

            	 	
              $

            	
              850,000.00

            	 	
              [month
                year]

            
	
              Class
                1-B5

            	 	
              Variable(2)

            	 	
              $

            	
              594,000.00

            	 	
              [month
                year]

            
	
              Class
                1-B6

            	 	
              Variable(2)

            	 	
              $

            	
              595,271.00

            	 	
              [month
                year]

            


    

    


    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    
      	
              (3)

            	
              The
                2-A1B Component and the 2-A2B Component shall be
                uncertificated.  The Class 2-AB Certificates shall represent
                ownership of the 2-A1B Component and the 2-A2B Component, and the
                initial
                Certificate Principal Balance of the Class 2-AB Certificates shall
                equal
                $ 10,198,000.00,
                which
                is the sum of the Component Principal Balances of the 2-A1B Component
                and
                the 2-A2B Component.

            


    

    
      	
              (4)

            	
              The
                2-1IO Component and the 2-2IO Component shall be
                uncertificated.  The Class 2-AIO Certificates shall represent
                ownership of the 2-1IO Component and the 2-2IO Component, and the
                initial
                Notional Amount of the Class 2-AIO Certificates shall equal the sum
                of the
                Component Notional Amounts of the 2-1IO Component and the 2-2IO Component.
                The 2-B1IO Component and the 2-B2IO Component shall be
                uncertificated.  The Class 2-BIO Certificates shall represent
                ownership of the 2-B1IO Component and the 2-B2IO Component, and the
                initial Notional Amount of the Class 2-BIO Certificates shall equal
                the
                sum of the Component Notional Amounts of the 2-BIO Component and
                the 2-BIO
                Component.

            


    

    
      	
              (5)

            	
              The
                2-1IO Component, the 2-2IO
                Component, the 2-B1IO Component and the 2-B2IO will not have a Component
                Principal Balance, but will accrue interest at the Pass-Through Rate
                for
                such Component on the Component Notional Amount thereof, determined
                as set
                forth herein.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    As
      of the
      Cut-off Date, the Group 1 Mortgage Loans had an aggregate Scheduled Principal
      Balance equal to $ 761,066,305.54. As of the Cut-off Date, the Group 1-1
      Mortgage Loans had an aggregate Scheduled Principal Balance equal to $
      319,482,381.28.  As of the Cut-off Date, the Group 1-2 Mortgage Loans
      had an aggregate Scheduled Principal Balance equal to $
      381,932,858.82.  As of the Cut-off Date, the Group 1-3 Mortgage Loans
      had an aggregate Scheduled Principal Balance equal to $
      59,651,065.44.  As of the Cut-off Date, the Group 2 Mortgage Loans had
      an aggregate Scheduled Principal Balance equal to $
      169,957,371.64.  As of the Cut-off Date, the Group 2-1 Mortgage Loans
      had an aggregate Scheduled Principal Balance equal to $
      72,467,643.98.  As of the Cut-off Date, the Group 2-2 Mortgage Loans
      had an aggregate Scheduled Principal Balance equal to $
      97,489,727.66.

     

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


    ARTICLE
      I

     

    DEFINITIONS

     

    
      	
              SECTION
                1.01  

            	
              Defined
                Terms.

            


    

     

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

     

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

     

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

     

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

     

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

     

    “Aggregate
      Senior Percentage”:  With respect to any Distribution Date and the
      Group 1 Senior Certificates, the lesser of (a) 100% and (b) a fraction,
      expressed as a percentage, the numerator of which is the aggregate Certificate
      Principal Balance of the Group 1 Senior Certificates for such Distribution
      Date
      and the denominator of which is the sum of (i) the aggregate Scheduled Principal
      Balance of the Group 1 Mortgage Loans as of the first day of the related Due
      Period, plus (ii) the aggregate Scheduled Principal Balance of the REO
      Properties in Collateral Pool 1.

     

    With
      respect to any Distribution Date and the Group 2 Senior Certificates, the lesser
      of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of
      which is the aggregate Certificate Principal Balance of the Group 2 Senior
      Certificates for such Distribution Date and the denominator of which is the
      sum
      of (i) the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans
      as of the first day of the related Due Period, plus (ii) the aggregate Scheduled
      Principal Balance of the REO Properties in Collateral Pool 2.

     

    “Aggregate
      Subordinate Percentage”:  With respect to any Distribution Date and
      the Group 1 Subordinate Certificates, 100% minus the related Aggregate Senior
      Percentage for such Distribution Date.  With respect to any
      Distribution Date and the Group 2 Subordinate Certificates, 100% minus the
      related Aggregate Senior Percentage for such Distribution Date.

     

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

     

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

     

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

     

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

     

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

     

    “Bankruptcy
      Amount”: As of any date of determination, with respect to Collateral Pool 1, an
      amount equal to the excess, if any, of (A) $[____] over (B) the aggregate amount
      of Bankruptcy Losses allocated solely to the related Subordinate Certificates
      in
      accordance with Section 4.04.  As of any date of determination, with
      respect to Collateral Pool 2, an amount equal to the excess, if any, of (A)
      $[____] over (B) the aggregate amount of Bankruptcy Losses allocated solely
      to
      the related Subordinate Certificates in accordance with Section
      4.04.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Certificate”:
      Any one of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
      Certificates, Series 2007-AR5, issued under this Agreement.

     

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

     

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

     

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

     

    References
      herein to the “Certificate Principal Balance of the related Senior Support
      Certificates or Component Principal Balance of the related Senior Support
      Component, as applicable” shall mean, with respect to the Group 1-1 Mortgage
      Loans, the Component Principal Balance of the 1-A1B Component; with respect
      to
      the Group 1-2 Mortgage Loans, the Component Principal Balance of the 1-A2B
      Component; with respect to the Group 1-3 Mortgage Loans, the Certificate
      Principal Balance of the 1-A3B Certificates; with respect to the Group 2-1
      Mortgage Loans, the Component Principal Balance of the 2-A1B Component; and
      with
      respect to the Group 2-2 Mortgage Loans, the Component Principal Balance of
      the
      2-A2B Component.

     

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

     

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

     

    “Citibank”:
      Citibank, N.A.

     

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

     

    “Class
      1-A1A Certificate”: Any one of the Class 1-A1A Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular
      Interest in REMIC I-C for purposes of the REMIC Provisions.

     

    “Class
      1-A2A Certificate”: Any one of the Class 1-A2A Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular
      Interest in REMIC I-C for purposes of the REMIC Provisions.

     

    “Class
      1-A12B Certificate”: Any one of the Class 1-A12B Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-3 and evidencing two
      Regular Interests in REMIC I-C for purposes of the REMIC
      Provisions.

     

    “Class
      1-12IO Certificate”: Any one of the Class 1-A12IO Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-4 and evidencing two
      Regular Interests in REMIC I-C for purposes of the REMIC
      Provisions.

     

    “Class
      1-A3A Certificate”: Any one of the Class 1-A3A Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-5 and evidencing a Regular
      Interest in REMIC I-C for purposes of the REMIC Provisions.

     

    “Class
      1-A3B Certificate”: Any one of the Class 1-A3B Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-6 and evidencing a Regular
      Interest in REMIC I-C for purposes of the REMIC Provisions.

     

    “Class
      1-3IO Certificate”: Any one of the Class 1-3IO Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-7 and evidencing a Regular
      Interest in REMIC I-C for purposes of the REMIC Provisions.

     

     “Class
      1-B1 Certificate”: Any one of the Class 1-B1 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest
      in
      REMIC I-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      1-B2 Certificate”: Any one of the Class 1-B2 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-9 and evidencing a
      Regular Interest in REMIC I-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      1-B3 Certificate”: Any one of the Class 1-B3 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-10 and evidencing a Regular Interest
      in
      REMIC I-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      1-B4 Certificate”: Any one of the Class 1-B4 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest
      in
      REMIC I-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      1-B5 Certificate”: Any one of the Class 1-B5 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-12 and evidencing a Regular Interest
      in
      REMIC I-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      1-B6 Certificate”: Any one of the Class 1-B6 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-13 and evidencing a Regular Interest
      in
      REMIC I-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      1-R Certificate”: Any one of the Class 1-R Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-14 and evidencing the ownership of
      the
      Class R-IA Residual Interest, the Class R-IB Residual Interest and the Class
      R-IC Residual Interest.

     

    “Class
      2-A1A Certificate”: Any one of the Class 2-A1A Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-15 and evidencing a
      Regular Interest in REMIC II-C for purposes of the REMIC
      Provisions.

     

    “Class
      2-A2A Certificate”: Any one of the Class 2-A2A Certificates executed by the
      Paying Agent and authenticated and delivered by the Authenticating Agent,
      substantially in the form annexed hereto as Exhibit A-16 and evidencing a
      Regular Interest in REMIC II-C for purposes of the REMIC
      Provisions.

     

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

     

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

     

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

     

     “Class
      2-B1 Certificate”: Any one of the Class 2-B1 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-20 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      2-B2 Certificate”: Any one of the Class 2-B2 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-21 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      2-B3 Certificate”: Any one of the Class 2-B3 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-22 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      2-B4 Certificate”: Any one of the Class 2-B4 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-23 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      2-B5 Certificate”: Any one of the Class 2-B5 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-24 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

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

     

    “Class
      2-B6 Certificate”: Any one of the Class 2-B6 Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-25 and evidencing a Regular Interest
      in
      REMIC II-C for purposes of the REMIC Provisions.

     

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

     

     “Class
      2-R Certificate”: Any one of the Class 2-R Certificates executed by the Paying
      Agent and authenticated and delivered by the Authenticating Agent, substantially
      in the form annexed hereto as Exhibit A-26 and evidencing the ownership of
      the
      Class R-IIA Residual Interest, the Class R-IIB Residual Interest and the Class
      R-IIC Residual Interest.

     

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

     

    “Class
      A
      Principal Adjustment Amount": With respect to Collateral Pool 1, and any
      Distribution Date, if the Certificate Principal Balance of the related Super
      Senior Certificates and the Certificate Principal Balance of the related Senior
      Support Certificates or Component Principal Balance of the related Senior
      Support Component, as applicable, related to a Loan Group included in such
      Collateral Pool have been reduced to zero, the sum of (i) any remaining
      Principal Prepayments, Liquidation Proceeds or other unscheduled payments of
      principal collected in respect of the related Mortgage Loans in such Loan Group
      and (ii) with respect to any Distribution Date on which the aggregate
      Certificate Principal Balance of the related Subordinate Certificates has been
      reduced to zero, any remaining scheduled payments of principal collected in
      respect of the Mortgage Loans in such Loan Group.

     

    “Class
      B
      Certificates”: The Class 1-B1 Certificates, the Class 1-B2 Certificates, the
      Class 1-B3 Certificates, the Class 1-B4 Certificates, the Class 1-B5
      Certificates, the Class 1-B6 Certificates, the Class 2-B1 Certificates, the
      Class 2-B2 Certificates, the Class 2-B3 Certificates, the Class 2-B4
      Certificates, the Class 2-B5 Certificates and the Class 2-B6
      Certificates.

     

    “Class
      B
      Percentage”: Any one of the Class 1-B1 Percentage, the Class 1-B2 Percentage,
      the Class 1-B3 Percentage, the Class 1-B4 Percentage, the Class 1-B5 Percentage,
      the Class 1-B6 Percentage, the Class 2-B1 Percentage, the Class 2-B2 Percentage,
      the Class 2-B3 Percentage, the Class 2-B4 Percentage, the Class 2-B5 Percentage
      or the Class 2-B6 Percentage.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Closing
      Date”: March 30, 2007.

     

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

     

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

     

    “Collateral
      Pool 1”: The Mortgage Loans in Loan Group 1-1, Loan Group 1-2 and Loan Group
      1-3.

     

     “Collateral
      Pool 2”: The Mortgage Loans in Loan Group 2-1 and Loan Group 2-2.

     

     “Collection
      Account”: The account or accounts created and maintained by the Master Servicer
      pursuant to Section 3.10(a), which shall be entitled, “CitiMortgage, Inc., as
      Master Servicer for U.S. Bank National Association, as Trustee, in trust for
      the
      registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
      Certificates, Series 2007-AR5.” The Collection Account must be an Eligible
      Account.

     

    “Commission”:
      The Securities and Exchange Commission.

     

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

     

    “Component”:   The
      1-A1B Component, the 1-A2B Component, the 1-1IO Component, the 1-2IO Component,
      the 2-A1B Component, the 2-A2B Component, the 2-1IO Component, the 2-2IO
      Component, the 2-B1IO Component and the 2-B2IO Component.

     

    “Component
      Notional Amount”: With respect to the 1-1IO Component at any time, the sum of
      the Certificate Principal Balance of the Class 1-A1A Certificates and the
      Component Principal Balance of the 1-A1B Component.  With respect to
      the 1-2IO Component at any time, the sum of the Certificate Principal Balance
      of
      the Class 1-A2A Certificates and the Component Principal Balance of the 1-A2B
      Component.  With respect to the 2-1IO Component at any time, the sum
      of the Certificate Principal Balance of the Class 2-A1A Certificates and the
      Component Principal Balance of the 2-A1B Component.  With respect to
      the 2-2IO Component at any time, the sum of the Certificate Principal Balance
      of
      the Class 2-A2A Certificates and the Component Principal Balance of the 2-A2B
      Component.   With respect to the 2-B1IO Component at any time,
      the Certificate Principal Balance of the Class 2-B1
      Certificates.  With respect to the 2-B2IO Component at any time, the
      Certificate Principal Balance of the Class 2-B2 Certificates.  For
      federal income tax purposes, the Component Notional Amount shall be equal to
      the
      Uncertificated Balance of the REMIC Regular Interest(s) as follows:

     

    
      	
              
                Component

              

            	
              
                Component
                  Notional Amount

              

            
	
              1-1IO

            	
              REMIC
                I-B Regular Interest LT-A1A and REMIC I-B Regular Interst
                LT-A12B1

            
	
              1-2IO

            	
              REMIC
                I-B Regular Interest LT-A2A and REMIC I-B Regular Interst
                LT-A12B2

            
	
              2-1IO

            	
              REMIC
                II-B Regular Interest LT-A1A and REMIC II-B Regular Interst
                LT-A12B1

            
	
              2-2IO

            	
              REMIC
                II-B Regular Interest LT-A2A and REMIC II-B Regular Interst
                LT-A12B2

            
	
              2-B1IO

            	
              REMIC
                II-B Regular Interest LT-B1

            
	
              2-B2IO

            	
              REMIC
                II-B Regular Interest LT-B2

            


    

    


     

    “Component
      Principal Balance”: With respect to any Senior Support Component as of any date
      of determination, the Component Principal Balance of such Senior Support
      Component on the Distribution Date immediately prior to such date of
      determination plus any Subsequent Recoveries added to the Component Principal
      Balance of such Senior Support Component pursuant to Section 4.01, reduced
      by
      the aggregate of (a) all distributions of principal made thereon on such
      immediately prior Distribution Date and (b) without duplication of amounts
      described in clause (a) above, reductions in the Component Principal Balance
      thereof in connection with allocations thereto of Realized Losses on the
      Mortgage Loans and Extraordinary Trust Fund Expenses on such immediately prior
      Distribution Date (or, in the case of any date of determination up to and
      including the initial Distribution Date, the initial Component Principal Balance
      of such Senior Support Component).

     

    The
      initial Component Principal Balances of the Senior Support Components are as
      set
      forth in the Preliminary Statement.

     

    References
      herein to the Component Principal Balance of the related Senior Support
      Component shall mean, with respect to the Group 1-1 Mortgage Loans, the
      Component Principal Balance of the 1-A1B Component, with respect to the Group
      1-2 Mortgage Loans, the Component Principal Balance of the 1-A2B Component,
      with
      respect to the Group 2-1 Mortgage Loans, the Component Principal Balance of
      the
      2-A1A Component and with respect to the Group 2-2 Mortgage Loans, the Component
      Principal Balance of the 2-A2B Component.

     

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

     

    “Corresponding
      Certificate”:  With respect to each REMIC I-B Regular Interest and
      REMIC II-B Regular Interest, as follows:

     

    
      	
              
                REMIC
                  I-B/REMIC II-B Regular Interest

              

            	 	
              
                Class

              

            
	
              REMIC
                I-B Regular Interest LT-A1A

            	 	
              1-A1A

            
	
              REMIC
                I-B Regular Interest LT-A2A

            	 	
              1-A2A

            
	
              REMIC
                I-B Regular Interest LT-A12B1

            	 	
              1-A12B

            
	
              REMIC
                I-B Regular Interest LT-A12B2

            	 	
              1-A12B

            
	
              REMIC
                I-B Regular Interest LT-A3A

            	 	
              1-A3A

            
	
              REMIC
                I-B Regular Interest LT-A3B

            	 	
              1-A3B

            
	
              REMIC
                I-B Regular Interest LT-R

            	 	
              1-R

            
	
              REMIC
                I-B Regular Interest LT-B1

            	 	
              1-B1

            
	
              REMIC
                I-B Regular Interest LT-B2

            	 	
              1-B2

            
	
              REMIC
                I-B Regular Interest LT-B3

            	 	
              1-B3

            
	
              REMIC
                I-B Regular Interest LT-B4

            	 	
              1-B4

            
	
              REMIC
                I-B Regular Interest LT-B5

            	 	
              1-B5

            
	
              REMIC
                I-B Regular Interest LT-B6

            	 	
              1-B6

            
	
              REMIC
                II-B Regular Interest LT-A1A

            	 	
              2-A1A

            
	
              REMIC
                II-B Regular Interest LT-A2A

            	 	
              2-A2A

            
	
              REMIC
                II-B Regular Interest LT-A12B1

            	 	
              2-A12B

            
	
              REMIC
                II-B Regular Interest LT-A12B2

            	 	
              2-A12B

            
	
              REMIC
                II-B Regular Interest LT-R

            	 	
              2-R

            
	
              REMIC
                II-B Regular Interest LT-B1

            	 	
              2-B1

            
	
              REMIC
                II-B Regular Interest LT-B2

            	 	
              2-B2

            
	
              REMIC
                II-B Regular Interest LT-B3

            	 	
              2-B3

            
	
              REMIC
                II-B Regular Interest LT-B4

            	 	
              2-B4

            
	
              REMIC
                II-B Regular Interest LT-B5

            	 	
              2-B5

            
	
              REMIC
                II-B Regular Interest LT-B6

            	 	
              2-B6

            


    

    


     “Cross-Collateralization
      Date”:  With respect to either Collateral Pool, any Distribution Date
      on which there are one or more Undercollateralized Loan Groups and one or more
      Overcollateralized Loan Groups relating to such Collateral Pool.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Distribution
      Account”: The trust account or accounts created and maintained by the Paying
      Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as
      Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan
      Trust Inc., Mortgage Pass- Through Certificates, Series 2007-AR5.” 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.

     

    “Diverted
      Interest Amount”:  With respect to a Collateral Pool and any
      Distribution Date, one month’s interest accrued during the related Interest
      Accrual Period on the Overcollateralized Amount at the Pass-Through Rate(s)
      for
      the Super Senior Certificates and Senior Support Certificates or Senior Support
      Components, as applicable, related to the Undercollateralized Loan Group(s)
      in
      such Collateral Pool and any other unpaid interest shortfalls on the Super
      Senior Certificates and Senior Support Certificates or Senior Support
      Components, as applicable, related to such Undercollateralized Loan Group(s),
      to
      the extent available (with overcollateralization and undercollateralization
      calculated, for purposes of this definition only, as of the prior Distribution
      Date after taking into account all distributions and Realized Loss allocations
      that occurred on such prior Distribution Date). On any Distribution Date, any
      Diverted Interest Amount shall be included in the Available Distribution Amounts
      of any Undercollateralized Loan Group(s)s in the same Collateral Pool on a
      pro rata basis based on their respective Undercollateralized
      Amounts.  On any Distribution Date, any Diverted Interest Amount shall
      reduce the Available Distribution Amounts of any Overcollateralized Loan
      Group(s) in the same Collateral Pool on a pro rata basis based on their
      respective Overcollateralized Amounts

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Expense
      Adjusted Mortgage Rate”:  With respect to any Mortgage Loan (or the
      related REO Property) as of any date of determination, a per annum rate of
      interest equal to the then applicable Mortgage Rate for such Mortgage Loan
      minus
      the applicable Servicing Fee Rate and, if such Mortgage Loan has lender-paid
      primary mortgage insurance, the applicable premium rate.

     

    “Extraordinary
      Loss”: Any Realized Loss or portion thereof caused by or resulting
      from:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Notwithstanding
      the foregoing, the Group 1 Available Distribution Amount for any Distribution
      Date shall be increased (in the case of an Undercollateralized Loan Group)
      or
      decreased (in the case of an Overcollateralized Loan Group) by any applicable
      Diverted Interest Amount or Class A Principal Adjustment Amount, in each case
      for such Distribution Date.

     

    Provided,
      that, on any Distribution Date on which there are Group 1 Class A Certificates
      (or Senior Support Components thereof) relating to only one Loan Group remaining
      outstanding, the Group 1 Available Distribution Amount for that Distribution
      Date will be calculated on an aggregate Collateral Pool 1 basis, without regard
      to the related Loan Group. 

     

    Notwithstanding
      the foregoing, in the event that the amount received during a Due Period in
      connection with the foreclosure of a Mortgage Loan in Collateral Pool 1 exceeds
      the outstanding principal balance of such Mortgage Loan, such amounts shall
      be
      included in the related Group 1 Available Distribution Amount only to the extent
      of Realized Losses incurred during the related Due Period with respect to
      Mortgage Loans in Collateral Pool 1 and the remainder will be held in a reserve
      fund established by or on behalf of the Trust Administrator in order to offset
      any future Realized Losses incurred. Prepayment premiums or charges collected
      in
      respect of the Mortgage Loans included in Collateral Pool 1 will be retained
      by
      the Master Servicer or the related Sub-Servicer and will not be included in
      the
      Group 1 Available Distribution Amount.

     

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

     

    “Group
      1
      Class A Certificates”: The Class 1-A1A Certificates, Class 1-A2A Certificates,
      Class 1-A12B Certificates, Class 1-A3A Certificates and Class 1-A3B
      Certificates.

     

    “Group
      1
      Class B Certificates”: The Class 1-B1 Certificates, the Class 1-B2 Certificates,
      the Class 1-B3 Certificates, the Class 1-B4 Certificates, the Class 1-B5
      Certificates and the Class 1-B6 Certificates.

     

    “Group
      1
      Interest Only Certificates”: The Class 1-12IO Certificates and Class 1-3IO
      Certificates.

     

    “Group
      1
      Loan Group”: Any of Loan Group 1-1, Loan Group 1-2 and Loan Group
      1-3.

     

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

     

    “Group
      1-1 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      1-2 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      1-3 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      1
      Senior Certificates”: The Group 1 Class A Certificates, Group 1 Interest Only
      Certificates and the Class 1-R Certificates.

     

     “Group
      1 Senior Percentage”: With respect to any Distribution Date and any Loan Group
      included in Collateral Pool 1, the lesser of (a) 100% and (b) a fraction,
      expressed as a percentage, the numerator of which is the excess, if any, of
      the
      aggregate Certificate Principal Balance of the related Super Senior Certificates
      and the Certificate Principal Balance or Component Principal Balance of the
      related Senior Support Certificates or Senior Support Component, as applicable,
      for such Distribution Date and, on the first Distribution Date, the related
      Class R Certificates, if applicable, over the aggregate amount, if any, payable
      to the Holders of the related Group 1 Senior Certificates and Components on
      such
      date pursuant to clause (d) of the definition of “Senior Principal Distribution
      Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled
      Principal Balance of the related Group 1 Mortgage Loans, plus (ii) the aggregate
      Scheduled Principal Balance of the REO Properties in the related Loan Group,
      in
      each case before reduction for any Realized Losses on such Distribution
      Date.

     

    Notwithstanding
      the foregoing, on any Cross-Collateralization Date on which (x) the sum of
      (i)
      the aggregate Scheduled Principal Balance of the related Group 1 Mortgage Loans,
      plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in
      the
      related Loan Group, in each case before reduction for any Realized Losses on
      such Distribution Date exceeds (y) the excess, if any, of the Certificate
      Principal Balance of the related Group 1 Class A Certificates and Components
      for
      such Distribution Date over the aggregate amount, if any, payable to the Holders
      of the related Group 1 Class A Certificates and Components on such date pursuant
      to clause (d) of the definition of “Senior Principal Distribution Amount,” the
      Group 1 Senior Percentage will equal the lesser of (a) 100% and (b) fraction,
      expressed as a percentage, the numerator of which is the sum of (i) the excess,
      if any, of the Certificate Principal Balance of the related Group 1 Class A
      Certificates and Components for such Distribution Date over the aggregate
      amount, if any, payable to the Holders of the related Group 1 Class A
      Certificates and Components on such date pursuant to clause (d) of the
      definition of “Senior Principal Distribution Amount,” plus (ii) that portion of
      the Overcollateralized Amount with respect to Collateral Pool 1 that is
      subtracted from the related Group 1 Available Distribution Amount on such
      Distribution Date, and the denominator of which is the sum of (i) the aggregate
      Scheduled Principal Balance of the related Group 1 Mortgage Loans, plus (ii)
      the
      aggregate Scheduled Principal Balance of the REO Properties in the related
      Loan
      Group, in each case before reduction for any Realized Losses on such
      Distribution Date. On any Distribution Date after the reduction of the
      Certificate Principal Balances of the related Group 1 Class A Certificates
      and
      Components relating to all but one Loan Group to zero, the Group 1 Senior
      Percentage for that remaining Loan Group will be the lesser of (a) 100% and
      (b)
      a fraction, expressed as a percentage, the numerator of which is the excess,
      if
      any, of the Certificate Principal Balance of the related Group 1 Class A
      Certificates and Components for such Distribution Date over the aggregate
      amount, if any, payable to the Holders of the related Group 1 Class A
      Certificates and Components on such date pursuant to clause (d) of the
      definition of “Senior Principal Distribution Amount,” and the denominator of
      which is the sum of (i) the aggregate Scheduled Principal Balance of the Group
      1
      Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the
      REO
      Properties in Collateral Pool 1, in each case before reduction for any Realized
      Losses on such Distribution Date.

     

    “Group
      1
      Senior Prepayment Percentage”: With respect to any Distribution Date and any
      Loan Group included in Collateral Pool 1 within the range indicated below,
      the
      percentage as indicated below:

     

    
      	
              
                Distribution
                  Date

              

            	
              
                Group
                  1 Senior Prepayment Percentage

              

            
	
              April
                2007 through March 2014

            	
              100%

            
	
              April
                2014 through March 2015

            	
              related
                Group 1 Senior Percentage, plus 70% of the related Group 1 Subordinate
                Percentage

            
	
              April
                2015 through March 2016

            	
              related
                Group 1 Senior Percentage, plus 60% of the related Group 1 Subordinate
                Percentage

            
	
              April
                2016 through March 2017

            	
              related
                Group 1 Senior Percentage, plus 40% of the related Group 1 Subordinate
                Percentage

            
	
              April
                2017 through March 2018

            	
              related
                Group 1 Senior Percentage, plus 20% of the related Group 1 Subordinate
                Percentage

            
	
              April
                2018 and thereafter

            	
              related
                Group 1 Senior Percentage

            


    

    


    provided,
      however, no reduction to a Group 1 Senior Prepayment Percentage
      described above shall be made as of any Distribution Date unless (i) the
      outstanding principal balance of the Group 1 Mortgage Loans delinquent 60 days
      or more (including REO Properties and Mortgage Loans in foreclosure) averaged
      over the last six months (or such fewer number of months as have elapsed from
      the Cut-Off Date through the end of the related Prepayment Period) does not
      exceed 50% of the sum of the then current Certificate Principal Balances of
      the
      Group 1 Class B Certificates and (ii) Realized Losses on the Group 1 Mortgage
      Loans to date are less than the then applicable Trigger Amount.

     

    On
      any
      Distribution Date on which Realized Losses on the Group 1 Mortgage Loans to
      date
      are greater than the then applicable Trigger Amount, the Group 1 Senior
      Prepayment Percentage for each Loan Group within Collateral Pool 1 will be
      the
      greater of (x) the related Group 1 Senior Prepayment Percentage for such
      Distribution Date or (y) the related Group 1 Senior Prepayment Percentage for
      the immediately preceding Distribution Date.

     

    Notwithstanding
      the above, if on any Distribution Date (a) the Aggregate Subordinate Percentage
      for Collateral Pool 1, prior to giving effect to any distributions on such
      Distribution Date, equals or exceeds two times the initial Aggregate Subordinate
      Percentage for Collateral Pool 1 as of the Cut-Off Date, (b) the provisions
      of
      clause (i) of the second preceding paragraph are met and (c) (i) on or prior
      to
      the Distribution Date occurring in March 2010, cumulative Realized Losses on
      the
      Group 1 Mortgage Loans as of the end of the related Prepayment Period do not
      exceed 20% of the initial aggregate Certificate Principal Balance of the Group
      1
      Class B Certificates and (ii) after the Distribution Date occurring in March
      2010, cumulative Realized Losses on the Group 1 Mortgage Loans as of the end
      of
      the Prepayment Period do not exceed 30% of the initial aggregate Certificate
      Principal Balance of the Group 1 Class B Certificates, then the Group 1 Senior
      Prepayment Percentage for such Distribution Date and each Loan Group within
      Collateral Pool 1 will equal the related Group 1 Senior Percentage plus 50%
      of
      the related Group 1 Subordinate Percentage for such Distribution Date, if such
      Distribution Date is prior to April 2010, and will equal the related Group
      1
      Senior Percentage for such Distribution Date, if such Distribution Date occurs
      on or after April 2010.

     

    On
      any
      Distribution Date on which the Aggregate Senior Percentage for Collateral Pool
      1
      exceeds the initial Aggregate Senior Percentage for Collateral Pool 1, the
      Group
      1 Senior Prepayment Percentage for each Loan Group within Collateral Pool 1
      shall be 100%.

     

    Upon
      reduction of the Certificate Principal Balances of the related Group 1 Class
      A
      Certificates to zero, the Group 1 Senior Prepayment Percentage for the related
      Loan Group shall be 0%.

     

    “Group
      1
      Subordinate Certificates”: The Group 1 Class B Certificates.

     

    “Group
      1
      Subordinate Percentage”:  With respect to any Loan Group within Collateral
      Pool 1 and any Distribution Date, 100% minus the Group 1 Senior Percentage
      for
      that Loan Group and Distribution Date.

     

    “Group
      1
      Subordinate Prepayment Percentage”:  With respect to any Loan Group within
      Collateral Pool 1 and a Distribution Date, 100% minus the related Group 1 Senior
      Prepayment Percentage for that Loan Group and Distribution Date.

     

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

     

    Notwithstanding
      the foregoing, the Group 2 Available Distribution Amount for any Distribution
      Date shall be increased (in the case of an Undercollateralized Loan Group)
      or
      decreased (in the case of an Overcollateralized Loan Group) by any applicable
      Diverted Interest Amount for such Distribution Date.

     

    Provided,
      that, on any Distribution Date on which there are Group 2 Class A Certificates
      (or Senior Support Components thereof) relating to only one Loan Group remaining
      outstanding, the Group 2 Available Distribution Amount for that Distribution
      Date will be calculated on an aggregate Collateral Pool 2 basis, without regard
      to the related Loan Group.

     

    Notwithstanding
      the foregoing, in the event that the amount received during a Due Period in
      connection with the foreclosure of a Mortgage Loan in Collateral Pool 2 exceeds
      the outstanding principal balance of such Mortgage Loan, such amounts shall
      be
      included in the related Group 2 Available Distribution Amount only to the extent
      of Realized Losses incurred during the related Due Period with respect to
      Mortgage Loans in Collateral Pool 2 and the remainder will be held in a reserve
      fund established by or on behalf of the Trust Administrator in order to offset
      any future Realized Losses incurred. Prepayment premiums or charges collected
      in
      respect of the Mortgage Loans included in Collateral Pool 2 will be retained
      by
      the Master Servicer or the related Sub-Servicer and will not be included in
      the
      Group 2 Available Distribution Amount.

     

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

     

    “Group
      2
      Class A Certificates”: The Class 2-A1A Certificates, Class 2-A2A Certificates
      and Class 2-AB Certificates.

     

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

     

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

     

    “Group
      2
      Loan Group”: Any of Loan Group 2-1 and Loan Group 2-2.

     

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

     

    “Group
      2-1 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

    “Group
      2-2 Mortgage Loans”:  Each Loan identified as such on the Mortgage
      Loan Schedule.

     

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

     

     “Group
      2 Senior Percentage”: With respect to any Distribution Date and a Loan Group
      included in Collateral Pool 2, the lesser of (a) 100% and (b) a fraction,
      expressed as a percentage, the numerator of which is the excess, if any, of
      the
      aggregate Certificate Principal Balance of the related Super Senior Certificates
      and the Certificate Principal Balance or Component Principal Balance of the
      related Senior Support Certificates or Senior Support Component, as applicable,
      for such Distribution Date and, on the first Distribution Date, the related
      Class R Certificates, if applicable, over the aggregate amount, if any, payable
      to the Holders of the related Group 2 Senior Certificates and Components on
      such
      date pursuant to clause (d) of the definition of “Senior Principal Distribution
      Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled
      Principal Balance of the related Group 2 Mortgage Loans, plus (ii) the aggregate
      Scheduled Principal Balance of the REO Properties in the related Loan Group,
      in
      each case before reduction for any Realized Losses on such Distribution
      Date.

     

    Notwithstanding
      the foregoing, on any Cross-Collateralization Date on which (x) the sum of
      (i)
      the aggregate Scheduled Principal Balance of the related Group 2 Mortgage Loans,
      plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in
      the
      related Loan Group, in each case before reduction for any Realized Losses on
      such Distribution Date exceeds (y) the excess, if any, of the Certificate
      Principal Balance of the related Group 2 Class A Certificates and Components
      for
      such Distribution Date over the aggregate amount, if any, payable to the Holders
      of the related Group 2 Class A Certificates and Components on such date pursuant
      to clause (d) of the definition of “Senior Principal Distribution Amount,” the
      Group 2 Senior Percentage will equal the lesser of (a) 100% and (b) fraction,
      expressed as a percentage, the numerator of which is the sum of (i) the excess,
      if any, of the Certificate Principal Balance of the related Group 2 Class A
      Certificates and Components for such Distribution Date over the aggregate
      amount, if any, payable to the Holders of the related Group 2 Class A
      Certificates and Components on such date pursuant to clause (d) of the
      definition of “Senior Principal Distribution Amount,” plus (ii) that portion of
      the Overcollateralized Amount with respect to Collateral Pool 2 that is
      subtracted from the related Group 2 Available Distribution Amount on such
      Distribution Date, and the denominator of which is the sum of (i) the aggregate
      Scheduled Principal Balance of the related Group 2 Mortgage Loans, plus (ii)
      the
      aggregate Scheduled Principal Balance of the REO Properties in the related
      Loan
      Group, in each case before reduction for any Realized Losses on such
      Distribution Date. On any Distribution Date after the reduction of the
      Certificate Principal Balances of the related Group 2 Class A Certificates
      and
      Components relating to all but one Loan Group to zero, the Group 2 Senior
      Percentage for that remaining Loan Group will be the lesser of (a) 100% and
      (b)
      a fraction, expressed as a percentage, the numerator of which is the excess,
      if
      any, of the Certificate Principal Balance of the related Group 2 Class A
      Certificates and Components for such Distribution Date over the aggregate
      amount, if any, payable to the Holders of the related Group 2 Class A
      Certificates and Components on such date pursuant to clause (d) of the
      definition of “Senior Principal Distribution Amount,” and the denominator of
      which is the sum of (i) the aggregate Scheduled Principal Balance of the Group
      2
      Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the
      REO
      Properties in Collateral Pool 2, in each case before reduction for any Realized
      Losses on such Distribution Date.

     

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

     

    
      	
              
                Distribution
                  Date

              

            	
              
                Group
                  2 Senior Prepayment Percentage

              

            
	
              April
                2007 through March 2014

            	
              100%

            
	
              April
                2014 through March 2015

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

            
	
              April
                2015 through March 2016

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

            
	
              April
                2016 through March 2017

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

            
	
              April
                2017 through March 2018

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

            
	
              April
                2018 and thereafter

            	
              related
                Group 2 Senior Percentage

            


    

    


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

     

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

     

    Notwithstanding
      the above, if on any Distribution Date (a) the Aggregate Subordinate Percentage
      for Collateral Pool 2, prior to giving effect to any distributions on such
      Distribution Date, equals or exceeds two times the initial Aggregate Subordinate
      Percentage for Collateral Pool 2 as of the Cut-Off Date, (b) the provisions
      of
      clause (i) of the second preceding paragraph are met and (c) (i) on or prior
      to
      the Distribution Date occurring in March 2010, cumulative Realized Losses on
      the
      Group 2 Mortgage Loans as of the end of the related Prepayment Period do not
      exceed 20% of the initial aggregate Certificate Principal Balance of the Group
      2
      Subordinate Certificates and (ii) after the Distribution Date occurring in
      March
      2010, cumulative Realized Losses on the Group 2 Mortgage Loans as of the end
      of
      the Prepayment Period do not exceed 30% of the initial aggregate Certificate
      Principal Balance of the Group 2 Subordinate Certificates, then the Group 2
      Senior Prepayment Percentage for such Distribution Date and each Loan Group
      within Collateral Pool 2 will equal the related Group 2 Senior Percentage plus
      50% of the related Group 2 Subordinate Percentage for such Distribution Date,
      if
      such Distribution Date is prior to April 2010, and will equal the related Group
      2 Senior Percentage for such Distribution Date, if such Distribution Date occurs
      on or after April 2010.

     

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

     

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

     

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

     

    “Group
      2
      Subordinate Percentage”: With respect to any Loan Group within Collateral Pool 2
      and any Distribution Date, 100% minus the Group 2 Senior
      Percentage.

     

    “Group
      2
      Subordinate Prepayment Percentage”: With respect to any Loan Group within
      Collateral Pool 2 and any Distribution Date, 100% minus the Group 2 Senior
      Prepayment Percentage.

     

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

     

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

     

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

     

    “Initial
      Sub-Servicer”:  Wells
      Fargo.

     

     “Initial
      Sub-Servicing Agreement”: The Amended and Restated Master Mortgage Loan Purchase
      Agreement, dated as of March 1, 2006, between Wells Fargo and the Seller, as
      amended, as modified as of the date hereof.

     

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

     

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

     

     “Interest
      Distribution Amount”: With respect to any Class of Certificates or Component for
      any Distribution Date, an amount equal to one month’s interest accrued during
      the most recently ended Interest Accrual Period at the applicable Pass-Through
      Rate on the Certificate Principal Balance or Component Principal Balance or
      Notional Amount or Component Notional Amount of such Class of Certificates
      or
      Component, as the case may be, immediately prior to such Distribution
      Date.  The Interest Distribution Amount for any such Class of
      Certificates or Component, as the case may be, (a) will also include, in the
      case of any Distribution Date subsequent to the initial Distribution Date,
      the
      excess, if any, of the Interest Distribution Amount in respect of such Class
      or
      Component, as the case may be, for the immediately preceding Distribution Date,
      over the aggregate distributions of interest made in respect of such Class
      or
      Component, as the case may be, pursuant to Section 4.01(a)(1) on such
      immediately preceding Distribution Date and (b) will be reduced, in the case
      of
      any Distribution Date, by the amount of any Prepayment Interest Shortfalls
      (to
      the extent not covered by Compensating Interest Payments paid by related Initial
      Sub-Servicer or by the Master Servicer) and Relief Act Interest Shortfalls
      that
      were allocated to such Class or Component on such Distribution Date pursuant
      to
      Section 1.02. The Interest Distribution Amount for any Class of Certificates
      or
      Component, as the case may be, will be based on a 360 day year consisting of
      twelve 30-day Interest Accrual Periods.

     

    “Interest
      Only Certificates”:  The Group 1 Interest Only Certificates and the
      Group 2 Interest Only Certificates.

     

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

     

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

     

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

     

    “Loan
      Group”: Any of Loan Group 1-1, Loan Group 1-2, Loan Group 1-3, Loan Group 2-1
      Loan Group 2-2.

     

    “Loan
      Group 1-1”: The Loan Group consisting of the Group 1-1 Mortgage
      Loans.

     

    “Loan
      Group 1-2”: The Loan Group consisting of the Group 1-2 Mortgage
      Loans.

     

    “Loan
      Group 1-3”: The Loan Group consisting of the Group 1-3 Mortgage
      Loans.

     

    “Loan
      Group 2-1”: The Loan Group consisting of the Group 2-1 Mortgage
      Loans.

     

    “Loan
      Group 2-2”: The Loan Group consisting of the Group 2-2 Mortgage
      Loans.

     

    “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.

     

     “Master
      Servicer”: CitiMortgage, Inc. or any successor master servicer appointed as
      herein provided, in its capacity as Master Servicer hereunder.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (iv)           the
      original months to maturity;

     

    (v)           the
      original date of the mortgage;

     

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

     

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

     

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

     

    (ix)           the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xviii)        the
      Value of the Mortgaged Property;

     

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

     

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

     

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

     

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

     

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

     

    (xxiv)         the
      Collateral Pool in which such Mortgage Loan shall reside, and in the case of
      each Collateral Pool, the Loan Group in which such Mortgage Loan shall reside;
      and

     

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

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans 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. 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
      WAC
      Rate”:  The Net WAC Rate for any Distribution Date and any subset of
      the Mortgage Loans is a rate per annum equal to the weighted average of the
      Expense Adjusted Mortgage Rates of the Mortgage Loans in that subset, weighted
      based on their principal balances as of the first day of the related Due
      Period.

     

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

     

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

     

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

     

    “Notional
      Amount”:  With respect to the Class 1-12IO Certificates at any time,
      the sum of the Component Notional Amount of the Class 1-1IO Component and the
      Component Notional Amount of the 1-2IO Component.  With respect to the
      Class 1-3IO Certificates at any time, the sum of the Certificate Principal
      Balance of the Class 1-A3A Certificates and the Certificate Principal Balance
      of
      the Class 1-A3B Certificates.  With respect to the Class 2-AIO
      Certificates at any time, the sum of the Component Notional Amount of the Class
      2-1IO Component and the Component Notional Amount of the 2-2IO
      Component.  With respect to the Class 2-BIO Certificates at any time,
      the sum of the Component Notional Amount of the Class 2-B1IO Component and
      the
      Component Notional Amount of the 2-B2IO Component.

     

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

     

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

     

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

     

    “Originator”:
      Wells Fargo.

     

    “Overcollateralized
      Amount”: As to any Distribution Date and a Collateral Pool, an amount equal to
      the sum of the Undercollateralized Amounts for the Loan Groups relating to
      the
      same Collateral Pool.

     

    “Overcollateralized
      Loan Group”: With respect to any Distribution Date and a Collateral Pool, the
      Loan Group or Loan Groups within such Collateral Pool for which there is no
      Undercollateralized Amount.

     

     “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”:

     

    The
      Pass-Through Rate for each Class of Certificates and each Distribution Date
      will
      be as follows:

     

    
      	 	
              Class
                1-A1A:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 57th Distribution Date, a per annum rate equal to the
                Net
                WAC Rate of the Group 1-1 Mortgage Loans minus 0.64118 %. For each
                Distribution Date after the 57th Distribution Date, a per annum rate
                equal
                to the Net WAC Rate of the Group 1-1 Mortgage Loans.  For
                federal income tax purposes, the equivalent of the foregoing shall
                be
                expressed as (i) for each Distribution Date commencing on the 1st
                Distribution Date to and including the 57th Distribution Date, a
                per annum
                rate equal to the REMIC I-B Remittance Rate on REMIC I-B Regular
                Interest
                LT-A1A minus 0.64118%. For each Distribution Date after the 57th
                Distribution Date, a per annum rate equal to the REMIC I-B Remittance
                Rate
                on REMIC I-B Regular Interest LT-A1A.

               

            
	 	
              Class
                1-A2A:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 57th Distribution Date, a per annum rate equal to the
                Net
                WAC Rate of the Group 1-2 Mortgage Loans minus 0.56136 %. For each
                Distribution Date after the 57th Distribution Date, a per annum rate
                equal
                to the Net WAC Rate of the Group 1-2 Mortgage Loans.  For
                federal income tax purposes, the equivalent of the foregoing shall
                be
                expressed as (i) for each Distribution Date commencing on the 1st
                Distribution Date to and including the 57th Distribution Date, a
                per annum
                rate equal to the REMIC I-B Remittance Rate on REMIC I-B Regular
                Interest
                LT-A2A minus 0.56136%. For each Distribution Date after the 57th
                Distribution Date, a per annum rate equal to the REMIC I-B Remittance
                Rate
                on REMIC I-B Regular Interest LT-A2A.

               

            
	 	
              Class
                1-A12B:

               

            	
              For
                each Distribution Date a per annum rate equal to the weighted average
                of
                the pass-through rate for the Class 1-A1A Certificates and the
                pass-through rate for the Class 1-A2A Certificates, weighted on the
                basis
                of the Component Principal Balances of the 1-A1B Component and the
                1-A2B
                Component, respectively.  For federal income tax purposes, the
                equivalent of the foregoing shall be expressed as the weighted average
                of
                the REMIC I-B Remittance Rate on REMIC I-B Regular Interest LT-A1A
                (subject to a cap and a floor equal to (i) for each Distribution
                Date
                commencing on the 1st Distribution Date to and including the 57th
                Distribution Date, a per annum rate equal to the REMIC I-B Remittance
                Rate
                on REMIC I-B Regular Interest LT-A1A minus 0.64118% and
                (ii)  for each Distribution Date after the 57th Distribution
                Date, a per annum rate equal to the REMIC I-B Remittance Rate on
                REMIC I-B
                Regular Interest LT-A1A) and the REMIC I-B Remittance Rate on REMIC
                I-B
                Regular Interest LT-A2A (subject to a cap and a floor equal to (i)
                for
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 57th Distribution Date, a per annum rate equal to the
                REMIC
                I-B Remittance Rate on REMIC I-B Regular Interest LT-A2A minus 0.56136%
                and (ii)  for each Distribution Date after the 57th Distribution
                Date, a per annum rate equal to the REMIC I-B Remittance Rate on
                REMIC I-B
                Regular Interest LT-A2A), weighted on the basis of the Uncertificated
                Balance of each such REMIC I-B Regular Interest.

               

            
	 	
              Class
                1-12IO:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 57th Distribution Date, a per annum rate equal to the
                weighted average of 0.64118% and 0.56136%, weighted on the basis
                of the
                Component Notional Amounts of the 1-1IO Component and the 1-2IO Component,
                respectively. For each Distribution Date after the 57th Distribution
                Date,
                0.00% per annum.  For federal income tax purposes, the
                equivalent of the foregoing shall be expressed as (i) for each
                Distribution Date commencing on the 1st Distribution Date to and
                including
                the 57th Distribution Date, a per annum rate equal to 0.64118% on
                the
                Component Notional Amount of the 1-1IO Component and 0.56136% on
                the
                Component Notional Amount of the 1-2IO Component and (ii) for each
                Distribution Date after the 57th Distribution Date, 0.00% per
                annum.

               

            
	 	
              Class
                1-A3A and Class 1-A3B:

               

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 80th Distribution Date, a per annum rate equal to the
                Net
                WAC Rate of the Group 1-3 Mortgage Loans minus 0.73589%. For each
                Distribution Date after the 80th Distribution Date, a per annum rate
                equal
                to the Net WAC Rate of the Group 1-3 Mortgage Loans.  For
                federal income tax purposes, the equivalent of the foregoing shall
                be
                expressed as (i) for each Distribution Date commencing on the first
                Distribution Date to and including the 80th Distribution Date, a
                per annum
                rate equal to the REMIC I-B Remittance Rate on REMIC I-B Regular
                Interest
                LT-A3A minus 0.73589% and (ii) for each Distribution Date after the
                80th
                Distribution Date, a per annum rate equal to the REMIC I-B Remittance
                Rate
                on REMIC I-B Regular Interest LT-A3A.

               

            
	 	
              Class
                1-3IO:

               

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 80th Distribution Date, 0.73598% per annum. For each
                Distribution Date after the 80th  Distribution Date, 0.00% per
                annum.

               

            
	 	
              Class
                2-A1A:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 116th Distribution Date, a per annum rate equal to
                the Net
                WAC Rate of the Group 2-1 Mortgage Loans minus 0.58851%. For each
                Distribution Date after the 116th Distribution Date, a per annum
                rate
                equal to the Net WAC Rate of the Group 2-1 Mortgage Loans.  For
                federal income tax purposes, the equivalent of the foregoing shall
                be
                expressed as (i) for each Distribution Date commencing on the 1st
                Distribution Date to and including the 116th Distribution Date, a
                per
                annum rate equal to the REMIC II-B Remittance Rate on REMIC II-B
                Regular
                Interest LT-A1A minus 0.58851% and (ii) for each Distribution Date
                after
                the 116th Distribution Date, a per annum rate equal to the REMIC
                II-B
                Remittance Rate on REMIC II-B Regular Interest LT-A1A.

               

            
	 	
              Class
                2-A2A:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 116 Distribution Date, a per annum rate equal to the
                Net WAC
                Rate of the Group 2-2 Mortgage Loans minus 0.48835%. For each Distribution
                Date after the 116th Distribution Date, a per annum rate equal to
                the Net
                WAC Rate of the Group 2-2 Mortgage Loans.  For federal income
                tax purposes, the equivalent of the foregoing shall be expressed
                as (i)
                for each Distribution Date commencing on the 1st Distribution Date
                to and
                including the 116th Distribution Date, a per annum rate equal to
                the REMIC
                II-B Remittance Rate on REMIC II-B Regular Interest LT-A2A minus
                0.48835%
                and (ii) for each Distribution Date after the 116th Distribution
                Date, a
                per annum rate equal to the REMIC II-B Remittance Rate on REMIC II-B
                Regular Interest LT-A2A.

            
	 	
              Class
                2-AB:

               

            	
              For
                each Distribution Date a per annum rate equal to the weighted average
                of
                the pass-through rate for the Class 2-A1A Certificates and the
                pass-through rate for the Class 2-A2A Certificates, weighted on the
                basis
                of the Component Principal Balances of the 2-A1B Component and the
                2-A2B
                Component, respectively.  For federal income tax purposes, the
                equivalent of the foregoing shall be expressed as the weighted average
                of
                the REMIC II-B Remittance Rate on REMIC II-B Regular Interest LT-A1A
                (subject to a cap and a floor equal to (i) for each Distribution
                Date
                commencing on the 1st Distribution Date to and including the 116th
                Distribution Date, a per annum rate equal to the REMIC II-B Remittance
                Rate on REMIC II-B Regular Interest LT-A1A minus 0.58851% and
                (ii)  for each Distribution Date after the 116th Distribution
                Date, a per annum rate equal to the REMIC II-B Remittance Rate on
                REMIC
                II-B Regular Interest LT-A1A) and the REMIC II-B Remittance Rate
                on REMIC
                II-B Regular Interest LT-A2A (subject to a cap and a floor equal
                to (i)
                for each Distribution Date commencing on the 1st Distribution Date
                to and
                including the 116th Distribution Date, a per annum rate equal to
                the REMIC
                II-B Remittance Rate on REMIC II-B Regular Interest LT-A2A minus
                0.48835%
                and (ii)  for each Distribution Date after the 116th
                Distribution Date, a per annum rate equal to the REMIC II-B Remittance
                Rate on REMIC II-B Regular Interest LT-A2A), weighted on the basis
                of the
                Uncertificated Balance of each such REMIC II-B Regular
                Interest.

               

            
	 	
              Class
                2-AIO:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 116th Distribution Date, a per annum rate equal to
                the
                weighted average of 0.58851% and 0.48835%, weighted on the basis
                of the
                Component Notional Amounts of the 2-1IO Component and the 2-2IO Component,
                respectively. For each Distribution Date after the 116th Distribution
                Date, 0.00% per annum.  For federal income tax purposes, the
                equivalent of the foregoing shall be expressed as (i) for each
                Distribution Date commencing on the 1st Distribution Date to and
                including
                the 116th Distribution Date, a per annum rate equal to 0.58851% on
                the
                Component Notional Amount of the 2-1IO Component and 0.48835% on
                the
                Component Notional Amount of the 2-2IO Component and (ii) for each
                Distribution Date after the 116th Distribution Date, 0.00% per
                annum.

               

            
	 	
              Class
                2-BIO:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 116th Distribution Date, a per annum rate equal to
                the
                weighted average of 0.21800% and 0.18500%, weighted on the basis
                of the
                Certificate Principal Balances of the Class 2-B1 Certificates and
                the
                Class 2-B2 Certificates, respectively. For each Distribution Date
                after
                the 116th Distribution Date, 0.00% per annum.  For federal
                income tax purposes, the equivalent of the foregoing shall be expressed
                as
                (i) for each Distribution Date commencing on the 1st Distribution
                Date to
                and including the 116th Distribution Date, a per annum rate equal
                to
                0.21800% on the Uncertificated Balance of REMIC II-B Regular Interest
                LT-B1 and 0.18500% on the Uncertificated Balance of REMIC II-B Regular
                Interest LT-B2 and (ii) for each Distribution Date after the 116th
                Distribution Date, 0.00% per annum.

               

               

            
	 	
              Group
                1 Class B Certificates:

               

            	
              For
                any Distribution Date, the Subordinate Net WAC Rate for the Group
                1
                Mortgage Loans and that Distribution Date.

               

            
	 	
              Class
                1-R:

               

            	
              For
                the first Distribution Date only, the Net WAC Rate for the Group
                1-2
                Mortgage Loans for such Distribution Date.  For federal income
                tax purposes, the equivalent of the foregoing shall be expressed
                as the
                REMIC I-B Remittance Rate on REMIC I-B Regular Interest LT-R.

               

            
	 	
              Class
                2-B1:

               

            	
              Or
                each Distribution Date commencing on the 1st Distribution
                Date to and including the 116th
                Distribution
                Date, a per annum rate equal to the Subordinate Net WAC Rate for
                the Group
                2 Mortgage Loans and that Distribution Date minus 0.21800%.  For
                each Distribution Date after the 116th
                Distribution
                Date, the Subordinate Net WAC Rate for the Group 2 Mortgage Loans
                and that
                Distribution Date.

               

            
	 	
              Class
                2-B2:

               

            	
              Or
                each Distribution Date commencing on the 1st Distribution
                Date to and including the 116th
                Distribution
                Date, a per annum rate equal to the Subordinate Net WAC Rate for
                the Group
                2 Mortgage Loans and that Distribution Date minus 0.18500%.  For
                each Distribution Date after the 116th
                Distribution
                Date, the Subordinate Net WAC Rate for the Group 2 Mortgage Loans
                and that
                Distribution Date.

               

            
	 	
              Class
                2-B3, Class 2-B4, Class 2-B5 and Class 2-B6

               

            	
              For
                any Distribution Date, a per annum rate equal to the Subordinate
                Net WAC
                Rate for the Group 2 Mortgage Loans and that Distribution
                Date.

               

            
	 	
              Class
                2-R:

               

            	
              For
                the first Distribution Date only, the Net WAC Rate for the Group
                2-2
                Mortgage Loans for such Distribution Date.  For federal income
                tax purposes, the equivalent of the foregoing shall be expressed
                as the
                REMIC II-B Remittance Rate on REMIC II-B Regular Interest
                LT-R.

               

            


    

    The
      Pass-Through Rate for each Component and each Distribution Date will be as
      follows:

     

    
      	 	
              1-A1B
                Component:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 57th Distribution Date, a per annum rate equal to the
                Net
                WAC Rate of the Group 1-1 Mortgage Loans minus 0.64118%. For each
                Distribution Date after the 57th Distribution Date, a per annum rate
                equal
                to the Net WAC Rate of the Group 1-1 Mortgage Loans.

               

            
	 	
              1-A2B
                Component:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 57th Distribution Date, a per annum rate equal to the
                Net
                WAC Rate of the Group 1-2 Mortgage Loans minus 0.56136%. For each
                Distribution Date after the 57th Distribution Date, a per annum rate
                equal
                to the Net WAC Rate of the Group 1-2 Mortgage Loans.

               

            
	 	
              1-1IO
                Component:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 57th Distribution Date, 0.64118 % per annum. For each
                Distribution Date after the 57th Distribution Date, 0.00% per
                annum.

               

            
	 	
              1-2IO
                Component:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 57th Distribution Date, 0.56136 % per annum. For each
                Distribution Date after the 57th Distribution Date, 0.00% per
                annum.

               

            
	 	
              2-A1B
                Component:

               

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 116th Distribution Date, a per annum rate equal to
                the Net
                WAC Rate of the Group 2-1 Mortgage Loans minus 0.58851%. For each
                Distribution Date after the 116th Distribution Date, a per annum
                rate
                equal to the Net WAC Rate of the Group 2-1 Mortgage Loans.

               

            
	 	
              2-A2B
                Component:

               

            	
              For
                each Distribution Date commencing on the first Distribution Date
                to and
                including the 116th Distribution Date, a per annum rate equal to
                the Net
                WAC Rate of the Group 2-2 Mortgage Loans minus 0.48835 %. For each
                Distribution Date after the 116th Distribution Date, a per annum
                rate
                equal to the Net WAC Rate of the Group 2-2 Mortgage Loans.

               

            
	 	
              2-1IO
                Component:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 116th Distribution Date, 0.58851% per annum. For each
                Distribution Date after the 116th Distribution Date, 0.00% per
                annum.

               

            
	 	
              2-2IO
                Component:

               

            	
              For
                each Distribution Date commencing on the 1st Distribution Date to
                and
                including the 116th Distribution Date, 0.48835% per annum. For each
                Distribution Date after the 116th Distribution Date, 0.00% per
                annum.

               

            


    

    


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     “Prepayment
      Assumption”: A prepayment rate for the Mortgage Loans in Collateral Pool 1 and
      Collateral Pool 2 of 25% CPR.  The Prepayment Assumption is used
      solely for determining the accrual of original issue discount on the
      Certificates for federal income tax purposes.  A CPR (Constant
      Prepayment Rate) represents an annualized constant assumed rate of prepayment
      each month of a pool of mortgage loans relative to its outstanding principal
      balance for the life of such pool.  

     

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

     

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

     

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

     

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

     

    “Principal
      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.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made an amount (not less than zero) equal to (i) the unpaid principal balance
      of
      the related Mortgage Loan as of the date of acquisition of such REO Property
      on
      behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      plus
      (iii) REO Imputed Interest for such REO Property for each calendar month
      commencing with the calendar month in which such REO Property was acquired
      and
      ending with the calendar month that occurs during the Prepayment Period in
      which
      such Final Recovery Determination was made, plus (iv) any amounts previously
      withdrawn from the Collection Account in respect of the related Mortgage Loan
      pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate
      of
      all Servicing Advances made by the Master 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 Master Servicer
      has been or, in connection with such Final Recovery Determination, will be
      reimbursed pursuant to Section 3.11(a)(iii) or Section 3.23 out of rental
      income, Insurance Proceeds and Liquidation Proceeds received in respect of
      such
      REO Property, minus (v) the total of all net rental income, Insurance Proceeds
      and Liquidation Proceeds received in respect of such REO Property that has
      been,
      or in connection with such Final Recovery Determination, will be transferred
      to
      the Distribution Account pursuant to Section 3.23.

     

    With
      respect to each 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 Certificate, the last
      Business Day of the month immediately preceding the month in which such
      Distribution Date occurs.

     

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

     

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

     

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

     

    “Relief
      Act”: The Servicemembers Civil Relief Act, as amended.

     

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

     

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

     

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

     

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

     

    “REMIC
      I-A Remittance Rate”: With respect to REMIC I-A Regular Interest LT-1A, REMIC
      I-A Regular Interest LT-2A, REMIC I-A Regular Interest LT-3A, REMIC I-A Regular
      Interest LT-ZZZ and REMIC I-A Regular Interest LT-R, the weighted average of
      the
      Net WAC Rate for the Group 1-1 Mortgage Loans, the Group 1-2 Mortgage Loans
      and
      the Group 1-3 Mortgage Loans for such Distribution Date. With respect to REMIC
      I-A Regular Interest LT-1B, the Net WAC Rate for the Group 1-1 Mortgage Loans
      for such Distribution Date. With respect to REMIC I-A Regular Interest LT-2B,
      the Net WAC Rate for the Group 1-2 Mortgage Loans for such Distribution Date.
      With respect to REMIC I-A Regular Interest LT-3B, the Net WAC Rate for the
      Group
      1-3 Mortgage Loans for such Distribution Date.

     

    “REMIC
      I-A Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of
      each REMIC I-A Regular Interest ending with the designation “A”, equal to the
      ratio between, with respect to each such REMIC I-A 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 Senior
      Certificates or Components relating to such Loan Group.

     

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

     

    “REMIC
      I-B Remittance Rate”: With respect to REMIC I-B Regular Interest LT-A1A and
      REMIC I-B Regular Interest LT-A12B1, the REMIC I-A Remittance Rate on REMIC
      I-A
      Regular Interest LT-1B. With respect to REMIC I-B Regular Interest LT-A2A,
      REMIC
      I-B Regular Interest LT-A12B2 and REMIC I-B Regular Interest LT-R, the REMIC
      I-A
      Remittance Rate on REMIC I-A Regular Interest LT-2B. With respect to REMIC
      I-B
      Regular Interest LT-A3A and REMIC I-B Regular Interest LT-A3B, the REMIC I-A
      Remittance Rate on REMIC I-A Regular Interest LT-3B. With respect to REMIC
      I-B
      Regular Interest LT-B1, REMIC I-B Regular Interest LT-B2, REMIC I-B Regular
      Interest LT-B3, REMIC I-B Regular Interest LT-B4, REMIC I-B Regular Interest
      LT-B5 and REMIC I-B Regular Interest LT-B6, the weighted average of the REMIC
      I-A Remittance Rates on REMIC I-A Regular Interest LT-1A, REMIC REMIC I-A
      Regular Interest LT-2A and REMIC I-A Regular Interest LT-3A (subject to a cap
      and a floor equal to the REMIC I-A Remittance Rates on REMIC I-A Regular
      Interest LT-1B, REMIC I-A Regular Interest LT-2B and REMIC I-A Regular Interest
      LT-3B, respectively) weighted on the basis of the Uncertificated Balances of
      REMIC I-A Regular Interest LT-1A, REMIC I-A Regular Interest LT-2A and REMIC
      I-A
      Regular Interest LT-3A.

     

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

     

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

     

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

     

    “REMIC
      II-A Remittance Rate”: With respect to REMIC II-A Regular Interest LT-1A, REMIC
      II-A Regular Interest LT-2A, REMIC II-A Regular Interest LT-ZZZ and REMIC II-A
      Regular Interest LT-R, the weighted average of the Net WAC Rate for the Group
      2-1 Mortgage Loans and the Group 2-2 Mortgage Loans for such Distribution Date.
      With respect to REMIC II-A Regular Interest LT-1B, the Net WAC Rate for the
      Group 2-1 Mortgage Loans for such Distribution Date. With respect to REMIC
      II-A
      Regular Interest LT-2B, the Net WAC Rate for the Group 2-2 Mortgage Loans for
      such Distribution Date.

     

    “REMIC
      II-A Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of
      each REMIC II-A Regular Interest ending with the designation “A”, equal to the
      ratio between, with respect to each such REMIC II-A 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 Senior
      Certificates or Components relating to such Loan Group.

     

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

     

    “REMIC
      II-B Remittance Rate”: With respect to REMIC II-B Regular Interest LT-A1A and
      REMIC II-B Regular Interest LT-A12B1, the REMIC II-A Remittance Rate on REMIC
      II-A Regular Interest LT-1B. With respect to REMIC II-B Regular Interest LT-A2A,
      REMIC II-B Regular Interest LT-A12B2 and REMIC II-B Regular Interest LT-R,
      the
      REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-2B. With respect
      to
      REMIC II-B Regular Interest LT-B1, REMIC II-B Regular Interest LT-B2, REMIC
      II-B
      Regular Interest LT-B3, REMIC II-B Regular Interest LT-B4, REMIC II-B Regular
      Interest LT-B5 and REMIC II-B Regular Interest LT-B6, the weighted average
      of
      the REMIC II-A Remittance Rates on REMIC II-A Regular Interest LT-1A, REMIC
      REMIC II-A Regular Interest LT-2A and REMIC II-A Regular Interest LT-3A (subject
      to a cap and a floor equal to the REMIC II-A Remittance Rates on REMIC II-A
      Regular Interest LT-1B and REMIC II-A Regular Interest LT-2B, respectively)
      weighted on the basis of the Uncertificated Balances of REMIC II-A Regular
      Interest LT-1A and REMIC II-A Regular Interest LT-2A.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Senior
      Interest Distribution Amount”:  With respect to any Distribution Date
      and any Loan Group, an amount equal to the aggregate of the Interest
      Distribution Amounts for that Distribution Date for the related Super Senior
      Certificates, the related Senior Support Component or the related Senior Support
      Certificates, as applicable and related Senior Interest Only Certificates or
      the
      related Senior Interest Only Component, as applicable and, in the case of the
      first Distribution Date, for the related Residual Certificates, if
      applicable.

     

    “Senior
      Interest Only Components”:  The 1-1IO Component, the 1-2IO Component,
      the 2-1IO Component and the 2-2IO Component.

     

    “Senior
      Percentage”: A Group 1 Senior Percentage or Group 2 Senior Percentage, as
      applicable.

     

    “Senior
      Prepayment Percentage”: A Group 1 Senior Prepayment Percentage or Group 2 Senior
      Prepayment Percentage, as applicable.

     

    “Senior
      Principal Distribution Amount”: For any Distribution Date and the Super Senior
      Certificates and Senior Support Certificates or Senior Support Component, as
      applicable, and the Class 1-R Certificates, if applicable, relating to any
      Loan
      Group within Collateral Pool 1, an amount equal to the lesser of (i) the
      applicable Group 1 Available Distribution Amount remaining after distribution
      of
      the related Senior Interest Distribution Amount and (ii) the sum
      of:

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (v)

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

            


    

     

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

     

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

     

    (d)           in
      the case of any Distribution Date subsequent to the initial Distribution Date,
      an amount equal to the excess, if any, of the amounts calculated pursuant to
      clauses (a), (b) and (c) above for the immediately preceding Distribution Date,
      over the aggregate distributions of principal made in respect of the related
      Classes or Components of Group 1 Senior Certificates on such immediately
      preceding Distribution Date pursuant to Section 4.01 to the extent that any
      such
      amounts are not attributable to Realized Losses which were allocated to the
      related Class B Certificates pursuant to Section 4.04; and

     

    (e)           that
      portion of any Class A Principal Adjustment Amount for Collateral Pool 1
      included in the Group 1 Available Distribution Amount for such Distribution
      Date
      and such Loan Group, if (i) the Subordination Test with respect to the related
      Subordinate Certificates has not been met with respect to such Distribution
      Date
      or (ii) no Group 1 Subordinate Certificates remain outstanding; and

     

    (f)           if
      the Subordination Test has been met and at least one class of the Group 1 Class
      B Certificates remains outstanding, the product of (x) the then applicable
      related Senior Percentage and (y) that portion of any Class A Principal
      Adjustment Amount for Collateral Pool 1 included in the Group 1 Available
      Distribution Amount for such Loan Group and Distribution Date.

     

    For
      any
      Distribution Date and the Super Senior Certificates and Senior Support
      Certificates or Senior Support Component, as applicable, and the Class 2-R
      Certificates relating to any Loan Group within Collateral Pool 2, an amount
      equal to the lesser of (i) the applicable Group 2 Available Distribution Amount
      remaining after distribution of the related Senior Interest Distribution Amount
      and (ii) the sum of:

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (v)

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

            


    

     

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

     

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

     

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

     

    “Senior
      Support Certificates”:  The Class 1-A12B Certificates, Class 1-A3B
      Certificates and Class 2-AB Certificates. The Class 1-A12B Certificates are
      comprised of the 1-A1B Component and the 1-A2B Component.  The Class
      2-AB Certificates are comprised of the 2-A1B Component and the 2-A2B
      Component.

     

    “Senior
      Support Components”:  The 1-A1B Component, the 1-A2B Component, the
      2-A1B Component and the 2-A2B Component.

     

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

     

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

     

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

     

    “Servicing
      Fee Rate”: The Servicing Fee Rate
      on the Mortgage Loans and the is 0.250% per annum.

     

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

     

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

     

    “Special
      Hazard Amount”:  For Collateral Pool 1, initially an amount equal to
      $7,610,663. For Collateral Pool 2, initially an amount equal to $7,200,000.
      As
      of each anniversary of the Cut-off Date, for any Collateral Pool the Special
      Hazard Amount shall equal the lesser of (i) the Special Hazard Amount on the
      immediately preceding anniversary of the Cut-off Date less the sum of all
      amounts allocated to the related Subordinate Certificates in respect of Special
      Hazard Losses on the related Mortgage Loans during such year and (ii) the
      related Adjustment Amount for such anniversary.  After the Certificate
      Principal Balances of the related Subordinate Certificates are reduced to zero,
      the Special Hazard Amount for a Collateral Pool will be zero.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Subordinate
      Net WAC Rate”: For any Distribution Date and the Group 1
      Subordinate Certificates, a per annum rate equal to the weighted average
      (weighted in proportion to the results of subtracting, from the aggregate
      Scheduled Principal Balance, as of the first day of the related Due Period,
      the
      principal balance of the Mortgage Loans in each of Loan Group 1-1, Loan Group
      1-2 and Loan Group 1-3, the Certificate Principal Balance of the related Super
      Senior Certificates and the Certificate Principal Balance of the related Senior
      Support Certificates or the Component Principal Balance of the related Senior
      Support Component, as applicable and from the aggregate principal balance of
      the
      mortgage loans in Loan Group 1-2, the Certificate Principal Balance of the
      Class
      1-R Certificates) of the Net WAC Rate of the Group 1-1 Mortgage Loans, the
      Net
      WAC Rate of the Group 1-2 Mortgage Loans and the Net WAC Rate of the Group
      1-3
      Mortgage Loans.  For federal income tax purposes, the equivalent of
      the foregoing shall be expressed as the weighted average of the REMIC I-B
      Remittance Rates on REMIC I-B Regular Interest LT-B1, REMIC I-B Regular Interest
      LT-B2, REMIC I-B Regular Interest LT-B3, REMIC I-B Regular Interest LT-B4,
      REMIC
      I-B Regular Interest LT-B5 and REMIC I-B Regular Interest LT-B6, weighted on
      the
      basis of the Uncertificated Balance of each such REMIC I-B Regular
      Interest.

     

    For
      any
      Distribution Date and the Group 2 Subordinate Certificates, a per annum rate
      equal to the weighted average (weighted in proportion to the results of
      subtracting, from the aggregate Scheduled Principal Balance, as of the first
      day
      of the related Due Period, the principal balance of the Mortgage Loans in each
      of Loan Group 2-1 and Loan Group 2-2, the Certificate Principal Balance of
      the
      related Super Senior Certificates and the Certificate Principal Balance of
      the
      related Senior Support Certificates or the Component Principal Balance of the
      related Senior Support Component, as applicable and from the aggregate principal
      balance of the mortgage loans in Loan Group 2-2, the Certificate Principal
      Balance of the Class 2-R Certificates) of the Net WAC Rate of the Group 2-1
      Mortgage Loans and the Net WAC Rate of the Group 2-2 Mortgage
      Loans.  For federal income tax purposes, the equivalent of the
      foregoing shall be expressed as the weighted average of the REMIC II-B
      Remittance Rates on REMIC II-B Regular Interest LT-B1, REMIC II-B Regular
      Interest LT-B2, REMIC II-B Regular Interest LT-B3, REMIC II-B Regular Interest
      LT-B4, REMIC II-B Regular Interest LT-B5 and REMIC II-B Regular Interest LT-B6,
      weighted on the basis of the Uncertificated Balance of each such REMIC II-B
      Regular Interest.

     

    “Subordinate
      Percentage”: A Group 1 Subordinate Percentage or Group 2 Subordinate Percentage,
      as applicable.

     

    “Subordinate
      Prepayment Percentage”: A Group 1 Subordinate Prepayment Percentage or Group 2
      Subordinate Prepayment Percentage, as applicable.

     

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

     

    (a)  for
      each related Loan Group, the product of (x) the then-applicable related
      Subordinate Percentage and (y) the sum of the following:

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (v)

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

            


    

     

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

     

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

     

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

     

    (e)  in
      the case of Collateral Pool 1, for each related Loan Group the product of
      (x) the then applicable related Subordinate Percentage of any Class A Principal
      Adjustment Amount included in the Available Distribution Amount for such Loan
      Group, if the Subordination Test with respect to the related Subordinate
      Certificates has been met with respect to such Distribution Date.

     

    “Subordination
      Test”: With respect to Collateral Pool 1, the Subordination Test will be met if
      the Aggregate Subordinate Percentage for such Collateral Pool is equal to or
      greater than two times the initial Aggregate Subordinate Percentage for such
      Collateral Pool on the Closing Date.

     

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

     

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

     

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

     

    “Subsequent
      Recoveries”: As of any Distribution Date, amounts received by the Trust Fund
      (net of any related expenses permitted to be reimbursed to the related
      Sub-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 hereof.

     

    “Super
      Senior Certificates”:  The Class 1-A1A Certificates,
      Class
      1-A2A Certificates, Class 1-A3A Certificates, Class 2-A1A Certificates and
      Class
      2-A2A Certificates.

     

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

     

     “Termination
      Price”:  As defined in Section 9.01.

     

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

     

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

     

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

     

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

     

    “Trigger
      Amount”:  The Trigger Amount for Collateral Pool 1 and Collateral Pool
      2 and for any Distribution Date occurring after the first seven years from
      the
      Closing Date will be as follows: for any Distribution Date on or after the
      seventh and prior to the eighth anniversary of the first Distribution Date,
      30%
      of the initial sum of the Certificate Principal Balances of the related
      Subordinate Certificates; for any Distribution Date on or after the eighth
      and
      prior to the ninth anniversary of the first Distribution Date, 35% of the
      initial sum of the Certificate Principal Balances of the related Subordinate
      Certificates; for any Distribution Date on or after the ninth and prior to
      the
      tenth anniversary of the first Distribution Date, 40% of the initial sum of
      the
      Certificate Principal Balances of the related Subordinate Certificates; for
      any
      Distribution Date on or after the tenth and prior to the eleventh anniversary
      of
      the first Distribution Date, 45% of the initial sum of the Certificate Principal
      Balances of the related Subordinate Certificates; and for any Distribution
      Date
      on or after the eleventh anniversary of the first Distribution Date, 50% of
      the
      initial sum of the Certificate Principal Balances of the related Subordinate
      Certificates.

     

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

     

     “Trust
      Fund”: Collectively, all of the assets of REMIC I-A, REMIC I-B, REMIC I-C, REMIC
      II-A, REMIC II-B and REMIC II-C.

     

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

     

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

     

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

     

    “Undercollateralized
      Amount”: As to any Distribution Date and any Loan Group, the excess, if any, of
      the Certificate Principal Balance of the related Super Senior Certificates
      and
      the related Senior Support Certificates or the Component Principal Balance
      of
      the related Senior Support Component, as applicable, immediately prior to such
      Distribution Date over the sum of (i) the aggregate Scheduled Principal Balance
      of the related Mortgage Loans plus (ii) the aggregate Scheduled Principal
      Balance of the REO Properties in the related Loan Group, in each case before
      reduction for any Realized Losses on such Distribution Date.

     

    “Undercollateralized
      Loan Group”: With respect to either Collateral Pool, as to any Distribution
      Date, any Loan Group within such Collateral Pool for which an
      Undercollateralized Amount greater than zero is calculated.

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                1.02  

            	
              Allocation
                of Certain Interest Shortfalls.

            


    

     

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

     

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

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans in
      Collateral Pool 1 for any Distribution Date shall be allocated in the same
      manner and priority as such amounts are allocated to the Corresponding
      Certificates.

     

    The
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Master Servicer pursuant to Section 3.24) and any
      Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans in
      Collateral Pool 2 for any Distribution Date shall be allocated to Uncertificated
      Interest payable to each REMIC II-A Regular Interest, pro rata, based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC II-A Remittance Rate on the respective Uncertificated Balance of each
      such
      REMIC II-A Regular Interest.

     

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

     

    ARTICLE
      II


    CONVEYANCE
      OF MORTGAGE LOANS;
ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    
      	
              SECTION
                2.01  

            	
              Conveyance
                of Mortgage Loans.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vii)  [reserved].

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                2.02  

            	
              Acceptance
                of the Trust Fund by the Trustee.

            


    

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                2.03  

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

            


    

     

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

     

    (b)  Reserved.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                2.04  

            	
              Reserved.

            


    

     

    
      	
              SECTION
                2.05  

            	
              Representations,
                Warranties and Covenants of the Master
                Servicer.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                2.06  

            	
              Issuance
                of the Certificates.

            


    

     

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

     

    
      	
              SECTION
                2.07  

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

            


    

     

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

     

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

    
 

    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	
              SECTION
                3.01  

            	
              Master
                Servicer to Act as Master Servicer.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                3.02  

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

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
                3.03  

            	
              Successor
                Sub-Servicers.

            


    

     

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

     

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

     

    
      	
              SECTION
                3.04  

            	
              Liability
                of the Master Servicer.

            


    

     

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

     

    
      	
              SECTION
                3.05  

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

            


    

     

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

     

    
      	
              SECTION
                3.06  

            	
              Assumption
                or Termination of Sub-Servicing Agreements by
                Trustee.

            


    

     

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

     

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

     

    
      	
              SECTION
                3.07  

            	
              Collection
                of Certain Mortgage Loan Payments.

            


    

     

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

     

    
      	
              SECTION
                3.08  

            	
              Sub-Servicing
                Accounts.

            


    

     

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

     

    
      	
              SECTION
                3.09  

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

            


    

     

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

     

    
      	
              SECTION
                3.10  

            	
              Collection
                Account and Distribution Account.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (viii)  [reserved];
      and

     

    (ix)  [reserved].

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                3.11  

            	
              Withdrawals
                from the Collection Account and Distribution
                Account.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (x)  [reserved];
      and

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (v)  to
      pay
      any Extraordinary Trust Fund Expenses;

     

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

     

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

     

    
      	
              SECTION
                3.12  

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

            


    

     

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

     

    
      	
               

            	
              (x)

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

            


    

     

    
      	
               

            	
              (y)

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

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
                3.13  

            	
              Maintenance
                of the Primary Mortgage Insurance Policies; Collections
                Thereunder.

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
                3.14  

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

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
                3.15  

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

            


    

     

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

     

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

     

    
      	
              SECTION
                3.16  

            	
              Realization
                Upon Defaulted Mortgage Loans.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                3.17  

            	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                3.18  

            	
              Servicing
                Compensation.

            


    

     

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

     

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

     

    
      	
              SECTION
                3.19  

            	
              Reports
                to the Trust Administrator; Collection Account
                Statements.

            


    

     

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

     

    
      	
              SECTION
                3.20  

            	
              Statement
                as to Compliance.

            


    

     

    The
      Master Servicer shall deliver to the Depositor and the Trust Administrator,
      on
      or before March 15th of each
      calendar
      year beginning in 2008, an Officers’ Certificate (an “Annual Statement of
      Compliance”) stating, as to each signatory thereof, that (i) a review of the
      activities of the  Master Servicer during the preceding calendar year
      and of performance under this Agreement has been made under such officers’
supervision and (ii) to the best of such officers’ knowledge, based on such
      review, the Master Servicer has fulfilled all of its obligations under this
      Agreement in all material respects throughout such year, or, if there has been
      a
      failure to fulfill any such obligation in any material respect, specifying
      each
      such failure known to such officer and the nature and status of cure provisions
      thereof.  The Master Servicer shall deliver, or cause any Sub-Servicer
      to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to
      which any servicing responsibilities have been delegated with respect to the
      Mortgage Loans, to the Depositor and the Trust Administrator as described above
      as and when required with respect to the Master Servicer.

     

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

     

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

     

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

     

    
      	
              SECTION
                3.21  

            	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    (a)  The
      Master Servicer shall service and administer the Mortgage Loans in accordance
      with all applicable requirements of the Servicing Criteria (as set forth in
      Exhibit C hereto).  The Master Servicer shall deliver to the Depositor
      and the Trust Administrator or cause to be delivered to the Depositor and the
      Trust Administrator, on or before March 1st of each
      calendar
      year beginning in 2008, the following:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                3.22  

            	
              Access
                to Certain Documentation.

            


    

     

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

     

    
      	
              SECTION
                3.23  

            	
              Title,
                Management and Disposition of REO
                Property.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                3.24  

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

            


    

     

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

     

    
      	
              SECTION
                3.25  

            	
              Obligations
                of the Master Servicer in Respect of Monthly
                Payments.

            


    

     

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


    ARTICLE
      IV


    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    
      	
              SECTION
                4.01  

            	
              Distributions.

            


    

     

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

     

    
      	
               

            	
              I.

            	
              From
                the Group 1 Available Distribution Amount related to the Group 1-1
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Holders of the Class 1-A1A Certificates, the 1-A1B Component
                and
                the 1-1IO Component, the Interest Distribution Amount for each such
                Class
                or Component, as the case may be, and such Distribution Date, on
                a pro
                rata basis based on their respective entitlements to interest
                pursuant to this clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 1-1 and such
                Distribution Date, concurrently, to the Holders of the Class 1-A1A
                Certificates and the 1-A1B Component, on a pro rata basis based
                on the Certificate Principal Balance or Component Principal Balance
                of
                each such Class or Component, as the case may be, in each case until
                the
                Certificate Principal Balance or Component Principal Balance thereof
                has
                been reduced to zero;

            


    

     

    
      	
               

            	
              II.

            	
              From
                the Group 1 Available Distribution Amount related to the Group 1-2
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Holders of the Class 1-A2A Certificates, the Class 1-A2B Component
                and the 1-2IO Component, the Interest Distribution Amount for each
                such
                Class or Component, as the case may be, and such Distribution Date,
                on a
                pro rata basis based on their respective entitlements to interest
                pursuant to this clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 1-2 and such
                Distribution Date, first to the Holders of the Class 1-R Certificates
                and
                then concurrently, to the Holders of the Class 1-A2A Certificates
                and the
                1-A2B Component, on a pro rata basis based on the Certificate
                Principal Balance or Component Principal Balance of each such Class
                or
                Component, as the case may be, in each case until the Certificate
                Principal Balance or Component Principal Balance thereof has been
                reduced
                to zero;

            


    

     

    
      	
               

            	
              III.

            	
              From
                the Group 1 Available Distribution Amount related to the Group 1-3
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Holders of the Class 1-A3A Certificates, the Class 1-A3B
                Certificates and the Class 1-3IO Certificates, the Interest Distribution
                Amount for each such Class and such Distribution Date, on a pro rata
                basis based on their respective entitlements to interest pursuant
                to
                this clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 1-3 and such
                Distribution Date, concurrently, to the Holders of the Class 1-A3A
                Certificates and the Class 1-A3B Certificates, on a pro rata
                basis based on the Certificate Principal Balance of each such Class,
                in
                each case until the Certificate Principal Balance thereof has been
                reduced
                to zero;

            


    

     

    
      	
               

            	
              IV.

            	
              From
                the sum of the Group 1 Available Distribution Amounts remaining after
                the
                above distributions have been made:

            


    

     

    
      	
              (i)  

            	
              to
                the Holders of the Group 1 Class B Certificates, the Interest Distribution
                Amount for each such Class and such Distribution Date in the following
                order of priority: first, to the Class 1-B1 Certificates; second,
                to the
                Class 1-B2 Certificates; third, to the Class 1-B3 Certificates; fourth,
                to
                the Class 1-B4 Certificates; fifth, to the Class 1-B5 Certificates;
                and
                sixth, to the Class 1-B6 Certificates, in each case to the extent
                of the
                remaining Group 1 Available Distribution Amounts and in each case
                to the
                extent of the Interest Distribution Amount for such Class for such
                Distribution Date;

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      	
              (iii)  

            	
              to
                the Class 1-R Certificates, any remaining
                amounts.

            


    

     

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

     

    
      	
               

            	
              I.

            	
              From
                the Group 2 Available Distribution Amount related to the Group 2-1
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Holders of the Class 2-A1A Certificates, the 2-A1B Component
                and
                the 2-1IO Component, the Interest Distribution Amount for each such
                Class
                or Component, as the case may be, and such Distribution Date, on
                a pro
                rata basis based on their respective entitlements to interest
                pursuant to this clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 2-1 and such
                Distribution Date, concurrently, to the Holders of the Class 2-A1A
                Certificates and the 2-A1B Component, on a pro rata basis based
                on the Certificate Principal Balance or Component Principal Balance
                of
                each such Class or Component, as the case may be, in each case until
                the
                Certificate Principal Balance or Component Principal Balance thereof
                has
                been reduced to zero;

            


    

     

    
      	
               

            	
              II.

            	
              From
                the Group 2 Available Distribution Amount related to the Group 2-2
                Mortgage Loans:

            


    

     

    
      	
               

            	
              (i)

            	
              concurrently,
                to the Holders of the Class 2-A2A Certificates, the 2-A2B Component
                and
                the 2-2IO Component, the Interest Distribution Amount for each such
                Class
                or Component, as the case may be, and such Distribution Date, on
                a pro
                rata basis based on their respective entitlements to interest
                pursuant to this clause;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Senior Principal Distribution Amount for Loan Group 2-2 and such
                Distribution Date, first to the Holders of the Class 2-R Certificates
                and
                then concurrently, to the Holders of the Class 2-A2A Certificates
                and the
                2-A2B Component, on a pro rata basis based on the Certificate
                Principal Balance or Component Principal Balance of each such Class
                or
                Component, as the case may be, in each case until the Certificate
                Principal Balance or Component Principal Balance thereof has been
                reduced
                to zero;

            


    

     

    
      	
               

            	
              III.

            	
              From
                the sum of the Group 2 Available Distribution Amounts remaining after
                the
                above distributions have been made:

            


    

     

    
      	
               

            	
              (i)

            	
              to
                the Holders of the Group 2 Class B Certificates, the Interest Distribution
                Amount for each such Class and such Distribution Date in the following
                order of priority: first, to the Class 1-B1 Certificates; second,
                to the
                Class 1-B2 Certificates; third, to the Class 1-B3 Certificates; fourth,
                to
                the Class 1-B4 Certificates; fifth, to the Class 1-B5 Certificates;
                and
                sixth, to the Class 1-B6 Certificates, in each case to the extent
                of the
                remaining Group 1 Available Distribution Amounts and in each case
                to the
                extent of the Interest Distribution Amount for such Class for such
                Distribution Date;

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

            	
              to
                the Class 2-R Certificates, any remaining
                amounts.

            


    

     

    (3)           [Reserved].

     

    (4)           Immediately
      prior to the distributions to the Holders of the Certificates on each
      Distribution Date, any adjustments to the Certificate Principal Balances or
      Component Principal Balance of the Certificates or Components, as applicable,
      as
      required by this paragraph shall be made. For each Collateral Pool, an amount
      equal to the lesser of (x) the amount of related Subsequent Recoveries included
      in the available funds for such Distribution Date and (y) the aggregate amount
      of related Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud
      Losses, Excess Special Hazard Losses and Extraordinary Losses, previously
      allocated to the Class of Certificates or Components, as the case may be, and
      that remain “outstanding” as set forth below shall be applied as follows: first,
      to increase the Certificate Principal Balances or Component Principal Balance
      of
      the related Class of Certificates or Components, as the case may be, with the
      highest payment priority to which such Realized Losses were previously
      allocated, to the extent of any such Realized Losses previously allocated to
      such Class of Certificates or Components, as the case may be, and remaining
      “outstanding”; second, to increase the Certificate Principal Balances or
      Component Principal Balance of the related Class of Certificates or Components,
      as the case may be, with the next highest payment priority to which such
      Realized Losses were previously allocated, to the extent of any such Realized
      Losses previously allocated to such Class of Certificates or Components, as
      the
      case may be, and remaining “outstanding”; and so forth. For purposes of the
      foregoing, with respect to any Class of Certificates or Components, as the
      case
      may be, the amount of previously allocated Realized Losses that have been offset
      by an increase in Certificate Principal Balances or Component Principal Balance
      as provided above shall be deemed no longer “outstanding” but not by more than
      the amount of Realized Losses previously allocated to that Class of Certificates
      or Components, as the case may be, pursuant to Section 4.04. Holders of any
      Class of Certificates or Components, as the case may be, with respect to which
      there shall have been a Certificate Principal Balances or Component Principal
      Balance increase pursuant to this paragraph will not be entitled to any
      distribution in respect of interest on the amount of such increase for any
      Interest Accrual Period preceding the Distribution Date on which such increase
      occurs. Any such increases shall be applied to the Certificate Principal
      Balances or Component Principal Balance of each Class of Certificates or
      Components, as the case may be, in accordance with its respective Percentage
      Interest.

     

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

     

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

     

    (ii)  On
      any
      Distribution Date, the amounts with respect to each Group 1 Loan Group described
      in clauses (ii) (b), (c), and (e) of the definition of Subordinate Principal
      Distribution Amount, will be allocated on a pro rata basis among the
      following Classes of Group 1 Subordinate Certificates (each, an “Eligible
      Class”) in proportion to the respective outstanding Certificate Principal
      Balances thereof: (i) the Class 1-B1 Certificates, (ii) the Class 1-B2
      Certificates, if on such Distribution Date the aggregate percentage interest
      in
      Collateral Pool 1 evidenced by the Class 1-B2 Certificates, the Class 1-B3
      Certificates, the Class 1-B4 Certificates, the Class 1-B5 Certificates and
      the
      Class 1-B6 Certificates equals or exceeds 2.85% before giving effect to
      distributions on such Distribution Date, (iii) the Class 1-B3 Certificates,
      if
      on such Distribution Date the aggregate percentage interest in Collateral Pool
      1
      evidenced by the Class 1-B3 Certificates, the Class 1-B4 Certificates, the
      Class
      1-B5 Certificates and the Class 1-B6 Certificates equals or exceeds 1.90% before
      giving effect to distributions on such Distribution Date, (iv) the Class 1-B4
      Certificates, if on such  Distribution Date the aggregate percentage
      interest in Collateral Pool 1 evidenced by the Class 1-B4 Certificates, the
      Class 1-B5 Certificates and the Class 1-B6 Certificates equals or exceeds 1.20%
      before giving effect to distributions on such Distribution Date, (v) the Class
      1-B5 Certificates, if on such Distribution Date the aggregate percentage
      interest in Collateral Pool 1 evidenced by the Class 1-B5 Certificates and
      the
      Class 1-B6 Certificates equals or exceeds 0.70% before giving effect to
      distributions on such Distribution Date and (vi) the Class 1-B6 Certificates,
      if
      on such Distribution Date the percentage interest in Collateral Pool 1 evidenced
      by the Class 1-B6 Certificates equals or exceeds 0.35% before giving effect
      to
      distributions on such Distribution Date. If any of the foregoing Certificates
      is
      not an Eligible Class, any amounts allocable to principal and distributable
      pursuant to this Section 4.01(b)(ii) will be distributed among the Certificates
      that are Eligible Classes in the manner set forth above.

     

    On
      any
      Distribution Date, the amounts with respect to each Group 2 Loan Group described
      in clauses (ii) (b), (c), and (e) of the definition of Subordinate Principal
      Distribution Amount will be allocated on a pro rata basis among the
      following Classes of Group 2 Subordinate Certificates (each, an “Eligible
      Class”) in proportion to the respective outstanding Certificate Principal
      Balances thereof: (i) the Class 2-B1 Certificates, (ii) the Class 2-B2
      Certificates, if on such Distribution Date the aggregate percentage interest
      in
      Collateral Pool 2 evidenced by the Class 2-B2 Certificates, the Class 2-B3
      Certificates, the Class 2-B4 Certificates, the Class 2-B5 Certificates and
      the
      Class 2-B6 Certificates equals or exceeds 2.80% before giving effect to
      distributions on such Distribution Date, (iii) the Class 2-B3 Certificates,
      if
      on such Distribution Date the aggregate percentage interest in Collateral Pool
      2
      evidenced by the Class 2-B3 Certificates, the Class 2-B4 Certificates, the
      Class
      2-B5 Certificates and the Class 2-B6 Certificates equals or exceeds 1.90% before
      giving effect to distributions on such Distribution Date, (iv) the Class 2-B4
      Certificates, if on such  Distribution Date the aggregate percentage
      interest in Collateral Pool 2 evidenced by the Class 2-B4 Certificates, the
      Class 2-B5 Certificates and the Class 2-B6 Certificates equals or exceeds 1.20%
      before giving effect to distributions on such Distribution Date, (v) the Class
      2-B5 Certificates, if on such Distribution Date the aggregate percentage
      interest in Collateral Pool 2 evidenced by the Class 2-B5 Certificates and
      the
      Class 2-B6 Certificates equals or exceeds 0.70% before giving effect to
      distributions on such Distribution Date and (vi) the Class 2-B6 Certificates,
      if
      on such Distribution Date the percentage interest in Collateral Pool 2 evidenced
      by the Class 2-B6 Certificates equals or exceeds 0.35% before giving effect
      to
      distributions on such Distribution Date. If any of the foregoing Certificates
      is
      not an Eligible Class, any amounts allocable to principal and distributable
      pursuant to this Section 4.01(b)(ii) will be distributed among the Certificates
      that are Eligible Classes in the manner set forth above.

     

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

     

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

     

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

     

    (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
      Authenticating Agent, the Paying Agent, the Certificate Registrar or the Master
      Servicer shall in any way be responsible or liable to the Holders of any other
      Class of Certificates in respect of amounts properly previously distributed
      on
      the Certificates.

     

    (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 so timely
      advise the Paying Agent and the Paying Agent shall, no later than five days
      after the latest related Determination Date, mail on such date to each Holder
      of
      such Class of Certificates a notice to the effect that:

     

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

     

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

     

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

     

    
      	
              SECTION
                4.02  

            	
              Statements
                to Certificateholders.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xix)  the
      applicable Record Date for each Class for such Distribution Date;

     

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

     

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

     

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

     

    (xxiii)  whether
      Realized Losses or delinquencies are at levels such as to prevent scheduled
      declines in any of the Senior Prepayment Percentages; or

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                4.03  

            	
              Remittance
                Reports; P&I Advances.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                4.04  

            	
              Allocation
                of Extraordinary Trust Fund Expenses and Realized
                Losses.

            


    

     

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

     

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

     

    Thereafter,
      (i) with respect to Collateral Pool 1, upon the reduction of the Certificate
      Principal Balances of the Class B Certificates relating to Collateral Pool
      1 to
      zero, such Realized Losses, other than Excess Losses, will be allocated on
      any
      Distribution Date to the Class 1-A1A Certificates and the Class 1-A12B
      Certificates as set forth below (if the Realized Loss is on a Group 1-1 Mortgage
      Loan), to the Class 1-A2A Certificates and the Class 1-A12B Certificates as
      set
      forth below (if the Realized Loss is on a Group 1-2 Mortgage Loan) or to the
      Class 1-A3A Certificates and the Class 1-A3B Certificates as set forth below
      (if
      the Realized Loss is on a Group 1-3 Mortgage Loan) and (ii) with respect to
      Collateral Pool 2, upon the reduction of the Certificate Principal Balances
      of
      the Class B Certificates relating to Collateral Pool 2 to zero, such Realized
      Losses, other than Excess Losses, will be allocated on any Distribution Date
      to
      the Class 2-A1A Certificates and the Class 2-AB Certificates as set forth below
      (if the Realized Loss is on a Group 2-1 Mortgage Loan) or to the Class 2-A2A
      Certificates and the Class 2-AB Certificates as set forth below (if the Realized
      Loss is on a Group 2-2 Mortgage Loan).

     

    Excess
      Losses on the Group 1 Mortgage Loans will be allocated on any Distribution
      Date
      by allocating (i) the related Group 1 Senior Percentage of the Excess Loss
      to
      the Class 1-A1A Certificates and Class 1-A12B Certificates as set forth below
      (if the Excess Loss is on a Group 1-1 Mortgage Loan), to the Class 1-A2A
      Certificates and Class 1-A12B Certificates as set forth below (if the Excess
      Loss is on a Group 1-2 Mortgage Loan) or to the Class 1-A3A Certificates and
      Class 1-A3B Certificates as set forth below (if the Excess Loss is on a Group
      1-3 Mortgage Loan) and (ii) the Group 1 Subordinate Percentage (related to
      the
      Loan Group in which the Mortgage Loan that suffered the Excess Loss is included)
      of the Excess Loss to the Group 1 Class B Certificates on a pro rata
      basis based on their respective Certificate Principal Balances.

     

    Excess
      Losses on the Group 2 Mortgage Loans will be allocated on any Distribution
      Date
      by allocating (i) the related Group 2 Senior Percentage of the Excess Loss
      to
      the Class 2-A1A Certificates and Class 2-AB Certificates as set forth below
      (if
      the Excess Loss is on a Group 2-1 Mortgage Loan) or to the Class 2-A2A
      Certificates and Class 2-AB Certificates as set forth below (if the Excess
      Loss
      is on a Group 2-2 Mortgage Loan) and (ii) the Group 2 Subordinate Percentage
      (related to the Loan Group in which the Mortgage Loan that suffered the Excess
      Loss is included) of the Excess Loss to the Group 2 Class B Certificates on
      a
pro rata basis based on their respective Certificate Principal
      Balances..

     

    Any
      Extraordinary Trust Fund Expenses relating to Collateral Pool 1 will be
      allocated on any Distribution Date as follows: first, to the Class 1-B6
      Certificates; second, to the Class 1-B5 Certificates; third, to the Class 1-B4
      Certificates; fourth, to the Class 1-B3 Certificates; fifth, to the Class 1-B2
      Certificates; and sixth, to the Class 1-B1 Certificates, in each case until
      the
      Certificate Principal Balance of such Class has been reduced to zero.
      Thereafter, any Extraordinary Trust Fund Expenses relating to Collateral Pool
      1
      will be allocated on any Distribution Date among the Group 1 Class A
      Certificates on a pro rata basis. Any Extraordinary Trust Fund Expenses
      relating to Collateral Pool 2 will be allocated on any Distribution Date as
      follows: first, to the Class 2-B6 Certificates; second, to the Class 2-B5
      Certificates; third, to the Class 2-B4 Certificates; fourth, to the Class 2-B3
      Certificates; fifth, to the Class 2-B2 Certificates; and sixth, to the Class
      2-B1 Certificates, in each case until the Certificate Principal Balance of
      such
      Class has been reduced to zero. Thereafter, the Extraordinary Trust Fund
      Expenses relating to Collateral Pool 2 will be allocated on any Distribution
      Date among the Group 2 Class A Certificates on a pro rata
      basis.

     

    Notwithstanding
      the foregoing, with respect to Collateral Pool 1, (i) any Realized Loss
      (including any Excess Loss) or any Extraordinary Trust Fund Expense that is
      allocated to the Class 1-A1A Certificates and Class 1-A12B Certificates will
      be
      allocated between such classes on a pro rata basis (based on the
      Certificate Principal Balance of the Class 1-A1A Certificates and the Component
      Principal Balance of the 1-A1B Component); provided that any Realized Losses
      (other than any Excess Losses) so allocated to the Class 1-A1A Certificates
      and
      Class 1-A12B Certificates will be allocated first to the Class 1-A12B
      Certificates to the extent of the Component Principal Balance of the 1-A1B
      Component until the Component Principal Balance of the 1-A1B Component has
      been
      reduced to zero and then to the Class 1-A1A Certificates.  Any
      Realized Loss (including any Excess Loss) or any Extraordinary Trust Fund
      Expense that is allocated to the Class 1-A2A Certificates and Class 1-A12B
      Certificates will be allocated between such classes on a pro rata basis
      (based on the Certificate Principal Balance of the Class 1-A2A Certificates
      and
      the Component Principal Balance of the 1-A2B Component); provided that any
      Realized Losses (other than any Excess Losses) so allocated to the Class 1-A2A
      Certificates and Class 1-A12B Certificates will be allocated first to the Class
      1-A12B Certificates to the extent of the Component Principal Balance of the
      1-A2B Component until the Component Principal Balance of the 1-A2B Component
      has
      been reduced to zero and then to the Class 1-A2A Certificates.  Any
      Realized Loss (including any Excess Loss) or any Extraordinary Trust Fund
      Expense that is allocated to the Class 1-A3A Certificates and Class 1-A3B
      Certificates will be allocated between such classes on a pro rata
      basis; provided that any Realized Losses (other than any Excess Losses) so
      allocated to the Class 1-A3A Certificates and Class 1-A3B Certificates will
      be
      allocated first to the Class 1-A3B Certificates until the Certificate Principal
      Balance of the 1-A3B Certificates has been reduced to zero and then to the
      Class
      1-A3A Certificates.

     

    Notwithstanding
      the foregoing, with respect to Collateral Pool 2, (i) any Realized Loss (including
      any Excess
      Loss) or any Extraordinary Trust Fund Expense that is allocated to the Class
      2-A1A Certificates and Class 2-AB Certificates will be allocated between such
      classes on a pro
      rata basis (based on
      the Certificate Principal Balance of the Class 2-A1A Certificates and the
      Component Principal Balance of the 2-A1B Component); provided that any Realized
      Losses (other than any Excess Losses) so allocated to the Class 2-A1A
      Certificates and Class 2-AB Certificates will be allocated first to the Class
      2-AB Certificates to the extent of the Component Principal Balance of the 2-A1B
      Component until the Component Principal Balance of the 2-A1B Component has
      been
      reduced to zero and then to the Class 2-A1A Certificates.   Any
      Realized Loss (including any Excess Loss) or any Extraordinary Trust Fund
      Expense that is allocated to the Class 2-A2A Certificates and Class 2-AB
      Certificates will be allocated between such classes on a pro rata
      basis (based on the Certificate
      Principal Balance of the Class 2-A2A Certificates and the Component Principal
      Balance of the 2-A2B Component); provided that any Realized Losses (other than
      any Excess Losses) so allocated to the Class 2-A2A Certificates and Class 2-AB
      Certificates will be allocated first to the Class 2-AB Certificates to the
      extent of the Component Principal Balance of the 2-A2B Component until the
      Component Principal Balance of the 2-A2B Component has been reduced to zero
      and
      then to the Class 2-A2A Certificates.

     

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

     

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

     

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

     

    
      	
              SECTION
                4.05  

            	
              Compliance
                with Withholding Requirements.

            


    

     

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

     

    
      	
              SECTION
                4.06  

            	
              Commission
                Reporting.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    No
      later
      than March 15th of each year that the Trust is subject to the Exchange Act
      reporting requirements, commencing in 2008, (A) the responsible parties set
      forth in Exhibit B shall be required to provide pursuant to Section 4.06(a)(iv)
      below to the Trust Administrator and the Depositor, to the extent known by
      a
      responsible officer thereof, in EDGAR-compatible format, or in such other form
      as otherwise agreed upon by the Trust Administrator and the Depositor and such
      party, the form and substance of any Additional Form 10-K Disclosure, if
      applicable, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Additional Form 10-K
      Disclosure on Form 10-K.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                4.07  

            	
              Distributions
                and Allocations of Realized Losses on the REMIC Regular
                Interests.

            


    

     

    With
      respect to the Group 1 Mortgage Loans:

    


    REMIC
      I-A

    


    (a)           Interest
      shall be payable to the REMIC I-A Regular Interests at the REMIC I-A Remittance
      Rate for each such REMIC I-A Regular Interest on the related Uncertificated
      Balance;

     

    (b)           Distributions
      of principal shall be deemed to be made from amounts received on the Group
      1
      Mortgage Loans to the REMIC I-A Regular Interests, first, so as to keep the
      Uncertificated Balance of each REMIC I-A Regular Interest ending with the
      designation “B” equal to 1.00% of the aggregate Scheduled Principal Balance of
      the Mortgage Loans in the related Loan Group; second, to each REMIC I-A Regular
      Interest ending with the designation “A,” so that the Uncertificated Balance of
      each such REMIC I-A Regular Interest is equal to 1.00% of the excess of (x)
      the
      aggregate Scheduled Principal Balance of the Mortgage Loans in the related
      Loan
      Group over (y) the Certificate Principal Balance of the related Senior
      Certificates or Component (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-A Regular Interests such that the REMIC I-A
      Subordinated Balance Ratio is maintained); and third, any remaining principal
      to
      REMIC I-A Regular Interest LT-ZZZ; and

     

    (c)
      Any
      remaining amount to the Class 1-R Certificates (in respect of the Class R-IA
      Interest).

     

    (d) Realized
      Losses on the Group 1 Mortgage Loans 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-A Regular Interest ending with the designation “B” equal
      to 1.00% of the aggregate Scheduled Principal Balance of the Mortgage Loans
      in
      the related Loan Group; second, to each REMIC I-A Regular Interest ending with
      the designation “A,” so that the Uncertificated Principal Balance of each such
      REMIC I-A Regular Interest is equal to 1.00% of the excess of (x) the aggregate
      Scheduled Principal Balance of the Mortgage Loans in the related Loan Group
      over
      (y) the Certificate Principal Balance of the related Senior Certificates or
      Components (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-A Regular Interests such that the REMIC I-A Subordinated
      Balance Ratio is maintained); and third, any remaining Realized Losses on the
      Mortgage Loans shall be allocated to REMIC I-A Regular Interest LT-ZZZ. Interest
      shall be payable to the REMIC I-A Regular Interests at the REMIC I-A Remittance
      Rate for each such REMIC I-A Regular Interest on the related Uncertificated
      Balance.

     

    


    REMIC
      I-B

    


    (a)           Interest
      shall be payable to the REMIC I-B Regular Interests at the REMIC I-B Remittance
      Rate for each such REMIC I-B Regular Interest on the related Uncertificated
      Balance;

     

    (b)           Distributions
      of principal shall be deemed to be made to the REMIC I-B Regular Interests
      in
      the same manner and priority as such distributions are made to the Corresponding
      Certificates; and

     

    (c)
      Any
      remaining amount to the Class 1-R Certificates (in respect of the Class R-IB
      Interest).

     

    (d)           Realized
      Losses on the Group 1 Mortgage Loans shall be applied to the REMIC I-B Regular
      Interests in the same manner and priority as such Realized Losses are applied
      to
      the Corresponding Certificates.

     

    With
      respect to the Group 2 Mortgage Loans:

    


    REMIC
      II-A

    


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

     

    (b)           Distributions
      of principal shall be deemed to be made from amounts received on the Group
      2
      Mortgage Loans to the REMIC II-A Regular Interests, first, so as to keep the
      Uncertificated Balance of each REMIC II-A Regular Interest ending with the
      designation “B” equal to 1.00% of the aggregate Scheduled Principal Balance of
      the Mortgage Loans in the related Loan Group; second, to each REMIC II-A Regular
      Interest ending with the designation “A,” so that the Uncertificated Balance of
      each such REMIC II-A Regular Interest is equal to 1.00% of the excess of (x)
      the
      aggregate Scheduled Principal Balance of the Mortgage Loans in the related
      Loan
      Group over (y) the Certificate Principal Balance of the related Senior
      Certificates or Components (except that if any such excess is a larger number
      than in the preceding distribution period, the least amount of principal shall
      be distributed to such REMIC II-A Regular Interests such that the REMIC II-A
      Subordinated Balance Ratio is maintained); and third, any remaining principal to
      REMIC II-A Regular Interest LT-ZZZ; and

     

    (c)
      Any
      remaining amount to the Class 2-R Certificates (in respect of the Class R-IIA
      Interest).

     

    (d) Realized
      Losses on the Group 2 Mortgage Loans shall be applied after all distributions
      have been made on each Distribution Date first, so as to keep the Uncertificated
      Balance of each REMIC II-A Regular Interest ending with the designation “B”
equal to 1.00% of the aggregate Scheduled Principal Balance of the Mortgage
      Loans in the related Loan Group; second, to each REMIC II-A Regular Interest
      ending with the designation “A,” so that the Uncertificated Principal Balance of
      each such REMIC II-A Regular Interest is equal to 1.00% of the excess of (x)
      the
      aggregate Scheduled Principal Balance of the Mortgage Loans in the related
      Loan
      Group over (y) the Certificate Principal Balance of the related Senior
      Certificates and Components (except that if any such excess is a larger number
      than in the preceding distribution period, the least amount of Realized Losses
      shall be applied to such REMIC II-A Regular Interests such that the REMIC II-A
      Subordinated Balance Ratio is maintained); and third, any remaining Realized
      Losses on the Mortgage Loans shall be allocated to REMIC II-A Regular Interest
      LT-ZZZ. Interest shall be payable to the REMIC II-A Regular Interests at the
      REMIC II-A Remittance Rate for each such REMIC II-A Regular Interest on the
      related Uncertificated Balance.

     

    REMIC
      II-B

    


    (a)           Interest
      shall be payable to the REMIC II-B Regular Interests at the REMIC II-B
      Remittance Rate for each such REMIC II-B Regular Interest on the related
      Uncertificated Balance;

     

    (b)           Distributions
      of principal shall be deemed to be made to the REMIC II-B Regular Interests
      in
      the same manner and priority as such distributions are made to the Corresponding
      Certificates; and

     

    (c)
      Any
      remaining amount to the Class 2-R Certificates (in respect of the Class R-IIB
      Interest).

     

    (d)           Realized
      Losses on the Group 2 Mortgage Loans shall be applied to the REMIC II-B Regular
      Interests in the same manner and priority as such Realized Losses are applied
      to
      the Corresponding Certificates.

     

    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-26. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                5.02  

            	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

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

     

    (b)  No
      transfer of any Private Certificate or Ownership Interest therein shall be
      made
      unless that transfer is made pursuant to an effective registration statement
      under the Securities Act of 1933, as amended (the “1933 Act”), and an effective
      registration or qualification under applicable state securities laws, or is
      made
      in a transaction that does not require such registration or qualification.
      In
      the event that such a transfer of a Private Certificate is to be made without
      registration or qualification (other than in connection with the initial
      transfer of any such Certificate by the Depositor to an affiliate of the
      Depositor), the Certificate Registrar shall require, receipt of written
      certifications from the Certificateholder desiring to effect the transfer and
      from such Certificateholder’s prospective transferee, substantially in the forms
      attached hereto as Exhibit F-1, or in the case of any Definitive Certificate,
      an
      opinion of Counsel satisfactory to it that such transfer may be made without
      such registration (which Opinion of Counsel shall not be an expense of the
      Trust
      Fund or of the Depositor, the  Trustee, the Trust Administrator, the
      Certificate Registrar, the Authenticating Agent , the Paying Agent, the Master
      Servicer in its capacity as such or any Sub-Servicer), together with copies
      of
      the written certification(s) of the Certificateholder desiring to effect the
      transfer and/or such Certificateholder’s prospective transferee upon which such
      Opinion of Counsel is based, if any.   In the event of any such
      transfer of any Ownership Interest in any Private Certificate that is a
      Book-Entry Certificate, except with respect to the initial transfer of any
      such
      Certificate by the Depositor, such transfer shall be required to be made in
      reliance upon Rule 144A under the 1933 Act, and the transferor will be deemed
      to
      have made each of the representations and warranties set forth on Exhibit F-1
      hereto in respect of such interest as if it was evidenced by a Definitive
      Certificate and the transferee will be deemed to have made each of the
      representations and warranties set forth on Exhibit F-1 hereto in respect of
      such interest as if it was evidenced by a Definitive
      Certificate.  None of the Depositor or the Trustee is obligated to
      register or qualify any such Certificates under the 1933 Act or any other
      securities laws or to take any action not otherwise required under this
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Certificateholder desiring to effect the transfer of any
      such
      Certificate or Ownership Interest therein shall, and does hereby agree to,
      indemnify the Trustee, the Trust Administrator, the Certificate Registrar,
      the
      Paying Agent, the Authenticating Agent, the Master Servicer and the Depositor
      against any liability that may result if the transfer is not so exempt or is
      not
      made in accordance with such federal and state laws.

     

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

     

    (ii)  Each
      beneficial owner of a Subordinate Certificate or any interest therein shall
      be
      deemed to have represented, by virtue of its acquisition and holding of such
      Certificate or interest therein, that either (A) it is not a Plan or investing
      with Plan Assets, (B) other than with respect to a Class 1-B4 Certificate,
      Class
      1-B5 Certificate, Class 1-B6 Certificate, Class 2-B4 Certificate, Class 2-B5
      Certificate or Class 2-B6 Certificate, it has acquired and is holding such
      Certificate in reliance on the Underwriter’s Exemption granted by the Department
      of Labor on April 18, 1991 as Prohibited Transaction Exemption (“PTE”) 91-23 at
      56 F.R. 15936 and amended by PTE 97-34, PTE 2000-58, PTE 2002-41 and further
      amended on March 20, 2007 by PTE 2007-05 at 72 Fed. Reg. 13130, (“Underwriter’s
      Exemption”), and that it understands that there are certain conditions to the
      availability of the Underwriter’s Exemption, including that the certificate must
      be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by
      Fitch, Moody’s, Dominion Bond Rating Service, Limited, Dominion Bond Rating
      Service, Inc. or S&P and it will represent that it is an “accredited
      investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act
      and will obtain a representation from any transferee that such transferee is
      an
      accredited investor so long as it is required to obtain a representation
      regarding compliance with the Securities Act, or (C) (i) it is an insurance
      company, (ii) the source of funds used to acquire or hold the Certificate or
      interest therein is an “insurance company general account,” as defined in
      Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (iii) the conditions
      in Sections I and III of PTCE 95-60 have been satisfied.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              (iii)  

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

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (f)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Certificate Registrar maintained for
      such purpose pursuant to Section 8.12. Whenever any Certificates are so
      surrendered for exchange, upon notice from the Certificate Registrar, the Paying
      Agent shall execute, and the Authenticating Agent shall authenticate and
      deliver, the Certificates which the Certificateholder making the exchange is
      entitled to receive. Every Certificate presented or surrendered for transfer
      or
      exchange shall (if so required by the Certificate Registrar) be duly endorsed
      by, or be accompanied by a written instrument of transfer in the form
      satisfactory to the Certificate Registrar duly executed by, the Holder thereof
      or his attorney duly authorized in writing.

     

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

     

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

     

    
      	
              SECTION
                5.03  

            	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

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

     

    
      	
              SECTION
                5.04  

            	
              Persons
                Deemed Owners.

            


    

     

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

     

    
      	
              SECTION
                5.05  

            	
              Certain
                Available Information.

            


    

     

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


    ARTICLE
      VI  


    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    
      	
              SECTION
                6.01  

            	
              Liability
                of the Depositor and the Master
                Servicer.

            


    

     

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

     

    
      	
              SECTION
                6.02  

            	
              Merger
                or Consolidation of the Depositor or the Master
                Servicer.

            


    

     

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

     

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

     

    
      	
              SECTION
                6.03  

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

            


    

     

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

     

    
      	
              SECTION
                6.04  

            	
              Limitation
                on Resignation of the Master
                Servicer.

            


    

     

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

     

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

     

    
      	
              SECTION
                6.05  

            	
              Rights
                of the Depositor in Respect of the Master
                Servicer.

            


    

     

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


    ARTICLE
      VII


    DEFAULT

     

    
      	
              SECTION
                7.01  

            	
              Master
                Servicer Events of Default.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                7.02  

            	
              Trustee
                to Act; Appointment of Successor.

            


    

     

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

     

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

     

    
      	
              SECTION
                7.03  

            	
              Notification
                to Certificateholders.

            


    

     

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

     

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

     

    
      	
              SECTION
                7.04  

            	
              Waiver
                of Master Servicer Events of
                Default.

            


    

     

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


    ARTICLE
      VIII


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

     

    
      	
              SECTION
                8.01  

            	
              Duties
                of Trustee, Trust Administrator and
                Others.

            


    

     

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

     

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

     

    No
      provision of this Agreement shall be construed to relieve the Trustee, the
      Trust
      Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
      Agent from liability for its own negligent action, its own negligent failure
      to
      act or its own misconduct; provided, however, that:

     

    (i)  With
      respect to the Trustee, prior to the occurrence of a Master Servicer Event
      of
      Default, and after the curing of all such Master Servicer Events of Default
      which may have occurred, and with respect to the Trust Administrator, the Paying
      Agent, the Certificate Registrar and the Authenticating Agent, at all times,
      the
      duties and obligations of each of the Trustee, the Trust Administrator, the
      Paying Agent, the Certificate Registrar and the Authenticating Agent, shall
      be
      determined solely by the express provisions of this Agreement, none of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent shall be liable except for the performance of such
      duties and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent and, in the absence of bad faith on the part of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, as applicable, the Trustee, the Trust Administrator,
      the Paying Agent, the Certificate Registrar or the Authenticating Agent, as
      the
      case may be, may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee, the Trust Administrator, the Paying Agent, the
      Certificate Registrar or the Authenticating Agent, as the case may be, that
      conform to the requirements of this Agreement;

     

    (ii)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be personally liable for any error
      of judgment made in good faith by a Responsible Officer or Responsible Officers
      of it unless it shall be proved that it was negligent in ascertaining the
      pertinent facts;

     

    (iii)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be personally liable with respect
      to
      any action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of the Holders of Certificates entitled to at
      least 25% of the Voting Rights relating to the time, method and place of
      conducting any proceeding for any remedy available to the it or exercising
      any
      trust or power conferred upon it, under this Agreement; and

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default unless a Responsible Officer of the Trustee shall
      have
      received written notice thereof or a Responsible Officer shall have actual
      knowledge thereof. In the absence of receipt of such notice or actual knowledge,
      the Trustee may conclusively assume there is no default.

     

    None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be required to expend or risk its
      own funds or otherwise incur financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, in
      each
      case not including expenses, disbursements and advances incurred or made by
      the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, as applicable, including the compensation and the
      expenses and disbursements of its agents and counsel, in the ordinary course
      of
      the Trustee’s, the Trust Administrator’s the Paying Agent’s, the Certificate
      Registrar’s or the Authenticating Agent’s, as the case may be, performance in
      accordance with the provisions of this Agreement, if there is reasonable ground
      for believing that the repayment of such funds or adequate indemnity against
      such risk or liability is not reasonably assured to it. With respect to the
      Trustee, none of the provisions contained in this Agreement shall in any event
      require the Trustee to perform, or be responsible for the manner of performance
      of, any of the obligations of the Master Servicer under this Agreement, except
      during such time, if any, as the Trustee shall be the successor to, and be
      vested with the rights, duties, powers and privileges of, the Master Servicer
      in
      accordance with the terms of this Agreement.

     

    
      	
              SECTION
                8.02  

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

            


    

     

    (a)  Except
      as
      otherwise provided in Section 8.01:

     

    (i)  Each
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent and any director, officer, employee
      or
      agent of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent, as the case may be, may request and
      conclusively rely upon and shall be fully protected in acting or refraining
      from
      acting upon any resolution, Officers’ Certificate, certificate of auditors or
      any other certificate, statement, instrument, opinion, report, notice, request,
      consent, order, appraisal, bond or other paper or document reasonably believed
      by it to be genuine and to have been signed or presented by the proper party
      or
      parties;

     

    (ii)  Each
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent may consult with counsel of its selection
      and any Opinion of Counsel shall be full and complete authorization and
      protection in respect of any action taken or suffered or omitted by it hereunder
      in good faith and in accordance with such Opinion of Counsel;

     

    (iii)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be under any obligation to exercise
      any of the trusts or powers vested in it by this Agreement or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the provisions
      of this Agreement, unless such Certificateholders shall have offered to the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, as applicable, security or indemnity satisfactory
      to
      it against the costs, expenses and liabilities which may be incurred therein
      or
      thereby; the right of the Trustee, the Trust Administrator, the Paying Agent,
      the Certificate Registrar or the Authenticating Agent to perform any
      discretionary act enumerated in this Agreement shall not be construed as a
      duty,
      and none of the Trustee, the Trust Administrator, the Paying Agent, the
      Certificate Registrar or the Authenticating Agent shall be answerable for other
      than its negligence or willful misconduct in the performance of any such act;
      nothing contained herein shall, however, relieve the Trustee of the obligation,
      upon the occurrence of a Master Servicer Event of Default (which has not been
      cured or waived), to exercise such of the rights and powers vested in it by
      this
      Agreement, and to use the same degree of care and skill in their exercise as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs;

     

    (iv)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be personally liable for any action
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it by
      this  Agreement;

     

    (v)  With
      respect to the Trustee, prior to the occurrence of a Master Servicer Event
      of
      Default hereunder, and after the curing of all Master Servicer Events of Default
      which may have occurred, and with respect to the Trust Administrator, the Paying
      Agent, the Certificate Registrar or the Authenticating Agent, at all times,
      none
      of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be bound to make any investigation
      into the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval, bond
      or
      other paper or document, unless requested in writing to do so by the Holders
      of
      Certificates entitled to at least 25% of the Voting Rights; provided, however,
      that if the payment within a reasonable time to the Trustee, the Trust
      Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
      Agent, as applicable, of the costs, expenses or liabilities likely to be
      incurred by it in the making of such investigation is, in the opinion of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent, as applicable, not reasonably assured to the Trustee,
      the Trust Administrator, the Paying Agent, the Certificate Registrar or the
      Authenticating Agent, as applicable, by such Certificateholders, the Trustee,
      the Trust Administrator, the Paying Agent, the Certificate Registrar or the
      Authenticating Agent, as applicable, may require indemnity satisfactory to
      it
      against such cost, expense, or liability from such Certificateholders as a
      condition to taking any such action;

     

    (vi)  Each
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys and none of the Trustee, the Trust Administrator, the Paying
      Agent, the Certificate Registrar or the Authenticating Agent shall be
      responsible for any misconduct or negligence on the part of any agent or
      attorney appointed with due care;

     

    (vii)  None
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar or the Authenticating Agent shall be personally liable for any loss
      resulting from the investment of funds held in the Collection Account at the
      direction of the Master Servicer pursuant to Section 3.12; and

     

    (viii)  Any
      request or direction of the Depositor, the Master Servicer or the
      Certificateholders mentioned herein shall be sufficiently evidenced in
      writing.

     

    (b)  All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee, the Trust Administrator, the Paying Agent, the
      Certificate Registrar or the Authenticating Agent, may be enforced by it without
      the possession of any of the Certificates, or the production thereof at the
      trial or other proceeding relating thereto, and any such suit, action or
      proceeding instituted by the Trustee, the Trust Administrator, the Paying Agent,
      the Certificate Registrar or the Authenticating Agent shall be brought in its
      name for the benefit of all the Holders of such Certificates, subject to the
      provisions of this Agreement.

     

    
      	
              SECTION
                8.03  

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

            


    

     

    The
      recitals contained herein and in the Certificates (other than the signatures
      of
      the Trustee, the Trust Administrator and Citibank hereto, the signature of
      the
      Paying Agent and the authentication of the Authenticating Agent on the
      Certificates, the acknowledgments of the Trustee and the Trust Administrator
      contained in Article II and the representations and warranties of the Trustee,
      the Trust Administrator and Citibank in Section 8.12) shall be taken as the
      statements of the Depositor and none of the Trustee, the Trust Administrator,
      the Paying Agent, the Certificate Registrar or the Authenticating Agent assumes
      any responsibility for their correctness. None of the Trustee, the Trust
      Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
      Agent makes any representations or warranties as to the validity or sufficiency
      of this Agreement (other than as specifically set forth in Section 8.12) or
      of
      the Certificates (other than the signature of the Paying Agent and
      authentication of the Authenticating Agent on the Certificates) or of any
      Mortgage Loan or related document or of MERS or the MERS System. None of the
      Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
      or
      the Authenticating Agent shall be accountable for the use or application by
      the
      Depositor of any of the Certificates or of the proceeds of such Certificates,
      or
      for the use or application of any funds paid to the Depositor or the Master
      Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
      the
      Collection Account by the Master Servicer.

     

    
      	
              SECTION
                8.04  

            	
              Trustee,
                Trust Administrator and Others May Own
                Certificates.

            


    

     

    Each
      of
      the Trustee, the Trust Administrator, the Paying Agent, the Certificate
      Registrar and the Authenticating Agent in its individual capacity or any other
      capacity may become the owner or pledgee of Certificates with the same rights
      it
      would have if it were not the Trustee, the Trust Administrator, the Paying
      Agent, the Certificate Registrar or the Authenticating Agent, as
      applicable.

     

    
      	
              SECTION
                8.05  

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

            


    

     

    (a)  The
      compensation to be paid to the Trustee, the Trust Administrator, the Paying
      Agent, the Authenticating Agent and the Certificate Registrar in respect of
      each
      of its obligations under this Agreement or of a Custodian’s obligations under
      the applicable Custodial Agreement will be the amounts paid by the Master
      Servicer from its own funds or from a portion of the compensation paid to the
      Master Servicer hereunder pursuant to letter agreements between the Master
      Servicer and the Trustee, the Trust Administrator, the Paying Agent, the
      Authenticating Agent, the Certificate Registrar and such Custodian (which
      compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust) and no such compensation shall
      be
      paid from the assets of the Trust. Each of the Trustee, the Trust Administrator,
      the Paying Agent, the Certificate Registrar, the Authenticating Agent, a
      Custodian and any director, officer, employee or agent of any of them, as
      applicable, shall be indemnified by the Trust Fund and held harmless against
      any
      loss, liability or expense (not including expenses, disbursements and advances
      incurred or made by the Trustee, the Trust Administrator, the Paying Agent,
      the
      Certificate Registrar, the Authenticating Agent or a Custodian, as applicable,
      including the compensation and the expenses and disbursements of its agents
      and
      counsel, in the ordinary course of the Trustee’s, the Trust Administrator’s the
      Paying Agent’s, the Certificate Registrar’s, the Authenticating Agent’s or a
      Custodian’s, as the case may be, performance in accordance with the provisions
      of this Agreement) incurred by the Trustee, the Trust Administrator, the Paying
      Agent, the Certificate Registrar, the Authenticating Agent or a Custodian,
      as
      applicable, in connection with any claim or legal action or any pending or
      threatened claim or legal action arising out of or in connection with the
      acceptance or administration of its obligations and duties under this Agreement
      (or, in the case of a Custodian, under the applicable Custodial Agreement),
      other than any loss, liability or expense (i) resulting from any breach of
      the
      Master Servicer’s (and in the case of the Trustee, the Trust Administrator’s or
      the Paying Agent’s; in the case of the Trust Administrator, the Trustee’s or the
      Paying Agent’s; or in the case of the Paying Agent, the Trustee’s or the Trust
      Administrator’s) obligations in connection with this Agreement and the Mortgage
      Loans, (ii) that constitutes a specific liability of the Trustee, the Trust
      Administrator or the Paying Agent, as applicable, pursuant to Section 10.01(g)
      or (iii) any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence in the performance of duties hereunder
      or
      by reason of reckless disregard of obligations and duties hereunder (or, in
      the
      case of a Custodian, under the applicable Custodial Agreement) or as a result
      of
      a breach of the Trustee’s, the Trust Administrator’s or the Paying Agent’s
      obligations under Article X hereof (or, in the case of a Custodian, as a result
      of a breach of such Custodian’s obligations under the related Custodial
      Agreement). Any amounts payable to the Trustee, the Trust Administrator, the
      Paying Agent, the Certificate Registrar or the Authenticating Agent, a
      Custodian, or any director, officer, employee or agent of any of them in respect
      of the indemnification provided by this paragraph (a), or pursuant to any other
      right of reimbursement from the Trust Fund that the Trustee, the Trust
      Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
      Agent, a Custodian or any director, officer, employee or agent of any of them
      may have hereunder in its capacity as such, may be withdrawn by the Paying
      Agent
      for payment to the applicable indemnified Person from the Distribution Account
      at any time.

     

    (b)  The
      Master Servicer agrees to indemnify the Trustee, the Trust Administrator, the
      Paying Agent, the Certificate Registrar, the Authenticating Agent and any
      Custodian from, and hold each harmless against, any loss, liability or expense
      resulting from a breach of the Master Servicer’s obligations and duties under
      this Agreement. Such indemnity shall survive the termination or discharge of
      this Agreement and the resignation or removal of the Trustee, the Trust
      Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
      Agent or such Custodian, as the case may be. Any payment hereunder made by
      the
      Master Servicer to the Trustee, the Trust Administrator, the Paying Agent,
      the
      Certificate Registrar, the Authenticating Agent or such Custodian shall be
      from
      the Master Servicer’s own funds, without reimbursement from the Trust Fund
      therefor.

     

    
      	
              SECTION
                8.06  

            	
              Eligibility
                Requirements for Trustee and Trust
                Administrator.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator hereunder shall at all times be a
      corporation or an association organized and doing business under the laws of
      any
      state or the United States of America, authorized under such laws to exercise
      corporate trust powers, having a combined capital and surplus of at least
      $50,000,000 and subject to supervision or examination by federal or state
      authority. In case at any time the Trustee or the Trust Administrator shall
      cease to be eligible in accordance with the provisions of this Section, the
      Trustee or the Trust Administrator, as the case may be, shall resign immediately
      in the manner and with the effect specified in Section 8.07.

     

    
      	
              SECTION
                8.07  

            	
              Resignation
                and Removal of the Trustee and the Trust
                Administrator.

            


    

     

    Either
      of
      the Trustee or the Trust Administrator may at any time resign and be discharged
      from the trust hereby created by giving written notice thereof to the Depositor,
      the Master Servicer and the Certificateholders and, if the Trustee is resigning,
      to the Trust Administrator, or, if the Trust Administrator is resigning, to
      the
      Trustee. Upon receiving such notice of resignation, the Depositor shall promptly
      appoint a successor trustee or trust administrator (which may be the same Person
      in the event the Trust Administrator resigns or is removed) by written
      instrument, in duplicate, which instrument shall be delivered to the resigning
      Trustee or Trust Administrator and to the successor trustee or trust
      administrator, as applicable. A copy of such instrument shall be delivered
      to
      the Certificateholders, the Trustee or Trust Administrator, as applicable,
      and
      the Master Servicer by the Depositor. If no successor trustee or trust
      administrator shall have been so appointed and have accepted appointment within
      30 days after the giving of such notice of resignation, the resigning Trustee
      or
      Trust Administrator, as applicable, may petition any court of competent
      jurisdiction for the appointment of a successor trustee or trust administrator,
      as applicable.

     

    If
      at any
      time the Trustee or the Trust Administrator shall cease to be eligible in
      accordance with the provisions of Section 8.06 and shall fail to resign after
      written request therefor by the Depositor (or in the case of the Trust
      Administrator, the Trustee), or if at any time the Trustee or the Trust
      Administrator shall become incapable of acting, or shall be adjudged bankrupt
      or
      insolvent, or a receiver of the Trustee or the Trust Administrator or of its
      property shall be appointed, or any public officer shall take charge or control
      of the Trustee or the Trust Administrator or of its property or affairs for
      the
      purpose of rehabilitation, conservation or liquidation, then the Depositor
      (or
      in the case of the Trust Administrator, the Trustee) may remove the Trustee
      or
      the Trust Administrator, as applicable, and appoint a successor trustee or
      trust
      administrator (which may be the same Person in the event the Trust Administrator
      resigns or is removed) by written instrument, in duplicate, which instrument
      shall be delivered to the Trustee or Trust Administrator so removed and to
      the
      successor trustee or trust administrator. A copy of such instrument shall be
      delivered to the Certificateholders, the Trustee or the Trust Administrator,
      as
      applicable, and the Master Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Trust Administrator and appoint a successor
      trustee or trust administrator by written instrument or instruments, in
      triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
      one complete set of which instruments shall be delivered to the Depositor,
      one
      complete set to the Trustee or the Trust Administrator, as the case may be,
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders and the Master Servicer
      by the Depositor.

     

    If
      no
      successor Trust Administrator shall have been appointed and shall have accepted
      appointment within 60 days after the Trust Administrator ceases to be the Trust
      Administrator pursuant to this Section 8.07, then the Trustee shall perform
      the
      duties of the Trust Administrator pursuant to this Agreement. The Trustee shall
      notify the Rating Agencies of any change of Trust Administrator.

     

    Any
      resignation or removal of the Trustee or the Trust Administrator and appointment
      of a successor trustee or trust administrator, as the case may be, pursuant
      to
      any of the provisions of this Section shall not become effective until
      acceptance of appointment by the successor trustee or trust administrator as
      provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust
      Administrator advises the Trustee that it is unable to continue to perform
      its
      obligations pursuant to the terms of this Agreement prior to the appointment
      of
      a successor, the Trustee shall be obligated to perform such obligations until
      a
      new trust administrator is appointed. Such performance shall be without
      prejudice to any claim by a party hereto or beneficiary hereof resulting from
      the Trust Administrator’s breach of its obligations hereunder. As compensation
      therefor, the Trustee shall be entitled to all fees the Trust Administrator
      would have been entitled to if it had continued to act hereunder.

     

    
      	
              SECTION
                8.08  

            	
              Successor
                Trustee or Trust Administrator.

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
                8.09  

            	
              Merger
                or Consolidation of Trustee or Trust
                Administrator.

            


    

     

    Any
      corporation or association into which either the Trustee or the Trust
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Trust Administrator, as the case
      may
      be, shall be a party, or any corporation or association succeeding to the
      business of the Trustee or the Trust Administrator, as applicable, shall be
      the
      successor of the Trustee or the Trust Administrator, as the case may be,
      hereunder, provided such corporation or association shall be eligible under
      the
      provisions of Section 8.06, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding.

     

    
      	
              SECTION
                8.10  

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            


    

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of REMIC I-A or REMIC II-A
      or
      property securing the same may at the time be located, the Master Servicer
      and
      the Trustee acting jointly shall have the power and shall execute and deliver
      all instruments to appoint one or more Persons approved by the Trustee to act
      as
      co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
      separate trustees, of all or any part of REMIC I-A or REMIC II-A, and to vest
      in
      such Person or Persons, in such capacity, such title to REMIC I-A or REMIC
      II-A,
      or any part thereof, and, subject to the other provisions of this Section 8.10,
      such powers, duties, obligations, rights and trusts as the Master Servicer
      and
      the Trustee may consider necessary or desirable. If the Master Servicer shall
      not have joined in such appointment within 15 days after the receipt by it
      of a
      request to do so, or in case a Master Servicer Event of Default shall have
      occurred and be continuing, the Trustee alone shall have the power to make
      such
      appointment. No co-trustee or separate trustee hereunder shall be required
      to
      meet the terms of eligibility as a successor trustee under Section 8.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 8.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 8.10 all rights, powers, duties and obligations conferred or imposed
      upon the Trustee shall be conferred or imposed upon and exercised or performed
      by the Trustee and such separate trustee or co-trustee jointly, except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed by the Trustee (whether as Trustee hereunder or as
      successor to the Master Servicer hereunder), the Trustee shall be incompetent
      or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to REMIC I-A or REMIC
      II-A or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

    
      	
              SECTION
                8.11  

            	
               [intentionally
                omitted]

            


    

     

    
      	
              SECTION
                8.12  

            	
              Appointment
                of Office or Agency.

            


    

     

    The
      Trust
      Administrator or the Paying Agent on its behalf will appoint an office or agency
      in the City of New York where the Certificates may be surrendered for
      registration of transfer or exchange, and presented for final distribution,
      and
      where notices and demands to or upon the Certificate Registrar, the Paying
      Agent
      or the Trust Administrator in respect of the Certificates and this Agreement
      may
      be served.

     

    
      	
              SECTION
                8.13  

            	
              Representations
                and Warranties.

            


    

     

    Each
      of
      the Trustee, the Trust Administrator and Citibank hereby represents and warrants
      to the Master Servicer, the Depositor and the Trustee, the Trust Administrator
      and Citibank, as applicable, as of the Closing Date, that:

     

    (i)  It
      is
      duly organized, validly existing and in good standing under the laws of the
      State of New York, in the case of the Trust Administrator, and the laws of
      the
      United States, in the case of the Trustee and Citibank.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      the
      it to perform its obligations under this Agreement or the financial condition
      of
      it.

     

    (vi)  No
      litigation is pending or, to the best of its knowledge, threatened against
      it
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or the financial
      condition of it.

     

    
      	
              SECTION
                8.14  

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

            


    

     

    (a)  The
      Trust
      Administrator hereby appoints Citibank as Paying Agent and Citibank hereby
      accepts such appointment. The Paying Agent shall hold all amounts deposited
      with
      it by the Trust Administrator or the Master Servicer for payment on the
      Certificates in trust for the benefit of the Certificateholders until the
      amounts are paid to the Certificateholders or otherwise disposed of in
      accordance with this Agreement.

     

    Any
      corporation or national banking association into which the Paying Agent may
      be
      merged in or converted or with which it may be consolidated, or any corporation
      or national banking association resulting from any merger, conversion or
      consolidation to which such Paying Agent shall be a party, or any corporation
      or
      national banking association succeeding to the corporate agency or corporate
      trust business of the Paying Agent, shall continue to be the Paying Agent,
      provided such corporation or national banking association shall be otherwise
      eligible under this section 8.14(a), without the execution or filing of any
      paper or any further act on the part of the Trustee, the Trust Administrator
      or
      the Paying Agent.

     

    The
      Paying Agent may resign at any time by giving written notice thereof to the
      Trustee and the Trust Administrator. The Trust Administrator may at any time
      terminate the Paying Agent by giving written notice thereof to the Paying Agent
      and to the Trustee. Upon receiving such a notice of resignation or upon such
      a
      termination, or in case at any time such Paying Agent shall cease to be eligible
      in accordance with the provisions of this section 8.14(a), the Trust
      Administrator shall appoint a successor and shall mail written notice of such
      appointment by first-class mail, postage prepaid to all Certificateholders
      as
      their names and addresses appear in the Certificate Register and to the Rating
      Agencies. Following the termination or resignation of the Paying Agent and
      prior
      to the appointment of a successor Paying Agent, the Trust Administrator shall
      act as Paying Agent hereunder. Any successor Paying Agent upon acceptance of
      its
      appointment hereunder shall become vested with all the rights, powers and duties
      of its predecessor hereunder, with like effect as if originally named as the
      Paying Agent herein. No successor Paying Agent shall be appointed unless
      eligible under the provisions of this section 8.14(a).

     

    The
      Paying Agent and any successor Paying Agent (i) may not be an Originator, the
      Master Servicer, a subservicer, the Depositor or an affiliate of the Depositor
      unless the Paying Agent is an institutional trust department, (ii) must be
      authorized to exercise corporate trust powers under the laws of its jurisdiction
      of organization, and (iii) must at all times be rated at least “A1” by S&P
      if S&P is a Rating Agency and at least “A/F1” by Fitch if Fitch is a rating
      agency and the equivalent rating by Moody’s, if Moody’s is a Rating
      Agency.

     

    The
      Trust
      Administrator shall pay to the Paying Agent from its own funds reasonable
      compensation for its services hereunder, and such expense of the Trust
      Administrator shall not be payable from the Trust Fund and shall not be
      recoverable by the Trust Administrator from the assets of the Trust Fund
      pursuant to section 8.05 or any other provision of this Agreement.

     

    (b)  The
      Trust
      Administrator hereby appoints Citibank as  Authenticating Agent and
      Citibank hereby accepts such appointment. The Authenticating Agent shall be
      authorized to authenticate the Certificates, and Certificates so authenticated
      shall be entitled to the benefit of this Agreement.

     

    The
      Authenticating Agent shall at all times remain a corporation or national banking
      association organized and doing business under the laws of the United States
      of
      America, any state thereof or the District of Columbia, authorized under such
      laws to act as Authenticating Agent, having a combined capital and surplus
      of
      not less than $15,000,000, authorized under such laws to conduct a trust
      business and subject to supervision or examination by federal or state
      authority. If the Authenticating Agent publishes reports of condition at least
      annually, pursuant to law or to the requirements of said supervising or
      examining authority, then for the purposes of this section 8.14(b), the combined
      capital and surplus of the Authenticating Agent shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time an Authenticating Agent shall cease to be eligible
      in accordance with the provisions of this section 8.14(b), such Authenticating
      Agent shall resign immediately in the manner and with the effect specified
      in
      this section 8.14(b).

     

    Any
      corporation or national banking association into which the Authenticating Agent
      may be merged in or converted or with which it may be consolidated, or any
      corporation or national banking association resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any corporation or national banking association succeeding to the corporate
      agency or corporate trust business of the Authenticating Agent, shall continue
      to be the Authenticating Agent, provided such corporation or national banking
      association shall be otherwise eligible under this section 8.14(b), without
      the
      execution or filing of any paper or any further act on the part of the Trustee,
      the Trust Administrator or the Authenticating Agent.

     

    The
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and the Trust Administrator. The Trust Administrator may at any
      time
      terminate the Authenticating Agent by giving written notice thereof to the
      Authenticating Agent and to the Trustee. Upon receiving such a notice of
      resignation or upon such a termination, or in case at any time such
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this section 8.14(b), the Trust Administrator shall appoint a
      successor and shall mail written notice of such appointment by first-class
      mail,
      postage prepaid to all Certificateholders as their names and addresses appear
      in
      the Certificate Register. Following the termination or resignation of the
      Authenticating Agent and prior to the appointment of a successor Authenticating
      Agent, the Trust Administrator shall act as Authenticating Agent hereunder.
      Any
      successor Authenticating Agent upon acceptance of its appointment hereunder
      shall become vested with all the rights, powers and duties of its predecessor
      hereunder, with like effect as if originally named as the Authenticating Agent
      herein. No successor Authenticating Agent shall be appointed unless eligible
      under the provisions of this section 8.14(b).

     

    The
      Trust
      Administrator shall pay to the Authenticating Agent from its own funds
      reasonable compensation for its services hereunder, and such expense of the
      Trust Administrator shall not be payable from the Trust Fund and shall not
      be
      recoverable by the Trust Administrator from the assets of the Trust Fund
      pursuant to section 8.05 or any other provision of this Agreement.

     

    (c)  The
      Trust
      Administrator hereby appoints Citibank as Certificate Registrar and Citibank
      hereby accepts such appointment.

     

    Any
      corporation or national banking association into which the Certificate Registrar
      may be merged in or converted or with which it may be consolidated, or any
      corporation or national banking association resulting from any merger,
      conversion or consolidation to which such Certificate Registrar shall be a
      party, or any corporation or national banking association succeeding to the
      corporate agency or corporate trust business of the Certificate Registrar,
      shall
      continue to be the Certificate Registrar, provided such corporation or national
      banking association shall be otherwise eligible under this section 8.14(c),
      without the execution or filing of any paper or any further act on the part
      of
      the Trustee, the Trust Administrator or the Certificate Registrar.

     

    The
      Certificate Registrar may resign at any time by giving written notice thereof
      to
      the Trustee and the Trust Administrator. The Trust Administrator may at any
      time
      terminate the Certificate Registrar by giving written notice thereof to the
      Certificate Registrar and to the Trustee.

     

    Upon
      receiving such a notice of resignation or upon such a termination, or in case
      at
      any time such Certificate Registrar shall cease to be eligible in accordance
      with the provisions of this section 8.14(c), the Trust Administrator shall
      appoint a successor and shall mail written notice of such appointment by
      first-class mail, postage prepaid to all Certificateholders as their names
      and
      addresses appear in the Certificate Register. Following the termination or
      resignation of the Certificate Registrar and prior to the appointment of a
      successor Certificate Registrar, the Trust Administrator shall act as
      Certificate Registrar hereunder. Any successor Certificate Registrar upon
      acceptance of its appointment hereunder shall become vested with all the rights,
      powers and duties of its predecessor hereunder, with like effect as if
      originally named as the Certificate Registrar herein. No successor Certificate
      Registrar shall be appointed unless eligible under the provisions of this
      section 8.14(c).

     

    The
      Trust
      Administrator shall pay to the Certificate Registrar from its own funds
      reasonable compensation for its services hereunder, and such expense of the
      Trust Administrator shall not be payable from the Trust Fund and shall not
      be
      recoverable by the Trust Administrator from the assets of the Trust Fund
      pursuant to section 8.05 or any other provision of this Agreement.

     

    (d)  Notwithstanding
      anything to the contrary herein, in no event shall the Trustee be liable to
      any
      party hereto or to any third party for the performance of any custody-related
      functions with respect to which the applicable Custodian shall fail to take
      action on behalf of the Trustee or, with respect to which the performance of
      custody-related functions pursuant to the terms of the custodial agreement
      with
      the applicable Custodian shall fail to satisfy all the related requirements
      under this Agreement.

     

    
      	
              SECTION
                8.15  

            	
              No
                Trustee Liability for Actions or Inactions of
                Custodians.

            


    

     

    Notwithstanding
      anything to the contrary herein, in no event shall the Trustee be liable to
      any
      party hereto or to any third party for the performance of any custody-related
      functions with respect to which the applicable Custodian shall fail to take
      action on behalf of the Trustee or, with respect to which the performance of
      custody-related functions pursuant to the terms of the custodial agreement
      with
      the applicable Custodian shall fail to satisfy all the related requirements
      under this Agreement.


    ARTICLE
      IX


    TERMINATION

     

    
      	
              SECTION
                9.01  

            	
              Termination
                Upon Repurchase or Liquidation of the Mortgage
                Loans.

            


    

     

    (a)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
      the Certificate Registrar, the Authenticating Agent and the Trust Administrator
      with respect to the Group 1 Mortgage Loans (other than the obligations of the
      Master Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05 and of the Master Servicer and the Trust Administrator to provide for
      and
      the Paying Agent to make payments to the Holders of the Group 1 Certificates
      as
      hereinafter set forth) shall terminate upon payment to the Holders of the Group
      1 Certificates and the deposit of all amounts held by or on behalf of the
      Trustee or the Trust Administrator and required hereunder to be so paid or
      deposited on the Distribution Date coinciding with or following the earlier
      to
      occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage
      Loans and each related REO Property remaining in REMIC I-A and (ii) the final
      payment or other liquidation (or any advance with respect thereto) of the last
      Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The
      purchase by the applicable Terminator of all Group 1 Mortgage Loans and each
      related REO Property remaining in REMIC I-A shall be at a price (the “Group 1
      Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans
      included in REMIC I-A, plus the appraised value of each related REO Property,
      if
      any, included in REMIC I-A, such appraisal to be conducted by an appraiser
      mutually agreed upon by the Master Servicer and the Trustee in their reasonable
      discretion (as determined by the Master Servicer, with the consent of the
      Trustee, as of the close of business on the third Business Day next preceding
      the date upon which notice of any such termination is furnished to Holders
      of
      the Group 1 Certificates pursuant to Section 9.01(e)).

     

    (b)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
      the Certificate Registrar, the Authenticating Agent and the Trust Administrator
      with respect to the Group 2 Mortgage Loans (other than the obligations of the
      Master Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05 and of the Master Servicer and the Trust Administrator to provide for
      and
      the Paying Agent to make payments to the Holders of the Group 2 Certificates
      as
      hereinafter set forth) shall terminate upon payment to the Holders of the Group
      2 Certificates and the deposit of all amounts held by or on behalf of the
      Trustee or the Trust Administrator and required hereunder to be so paid or
      deposited on the Distribution Date coinciding with or following the earlier
      to
      occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage
      Loans and each related REO Property remaining in REMIC II-A and (ii) the final
      payment or other liquidation (or any advance with respect thereto) of the last
      Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A. The
      purchase by the applicable Terminator of all Group 2 Mortgage Loans and each
      related REO Property remaining in REMIC II-A shall be at a price (the “Group 2
      Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans
      included in REMIC II-A, plus the appraised value of each related REO Property,
      if any, included in REMIC II-A, such appraisal to be conducted by an appraiser
      mutually agreed upon by the Master Servicer and the Trustee in their reasonable
      discretion (as determined by the Master Servicer, with the consent of the
      Trustee, as of the close of business on the third Business Day next preceding
      the date upon which notice of any such termination is furnished to Holders
      of
      the Group 2 Certificates pursuant to Section 9.01(e)).

     

    (c)  [Reserved].

     

    (d)  The
      related Terminator shall have the right to purchase all of the Group 1 Mortgage
      Loans and each REO Property remaining in REMIC I-A and/or all of the Group
      2
      Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section
      9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination
      Date in the month immediately preceding the Distribution Date on which the
      Group
      1 Certificates or the Group 2 Certificates, as applicable, will be retired;
      provided, however, that the related Terminator, as provided above, may elect
      to
      purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining
      in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated
      Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining
      in REMIC I-A at the time of such election is reduced to less than 10% of the
      aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off
      Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property
      remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate
      Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property
      remaining in REMIC II-A at the time of such election is reduced to less than
      10%
      of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at
      the
      Cut-off Date. For federal income tax purposes, the purchase by the related
      Terminator of the Mortgage Loans and the REO Properties underlying the
      Certificates is intended to facilitate a redemption of such Certificates
      pursuant to a “cleanup call” within the meaning of Treasury regulation section
      1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall
      have
      the right to transfer, sell or assign its rights to purchase the Mortgage Loans
      and each REO Property remaining in REMIC I-A or REMIC II-A.

     

    (e)  Notice
      of
      the liquidation of any Certificates shall be given promptly by the Paying Agent
      by letter to the related Certificateholders (with a copy to the Trustee and
      the
      Trust Administrator mailed (a) in the event such notice is given in connection
      with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage
      Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as
      applicable, by the related Terminator, not earlier than the 15th day and not
      later than the 25th day of the month next preceding the month of the final
      distribution on the related Certificates or (b) otherwise during the month
      of
      such final distribution on or before the Determination Date in such month,
      in
      each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC
      II-A, as applicable, will terminate and final payment of the Group 1
      Certificates or the Group 2 Certificates, as applicable, will be made upon
      presentation and surrender of the Certificates at the office of the Certificate
      Registrar therein designated, (ii) the amount of any such final payment, (iii)
      that no interest shall accrue in respect of the Certificates from and after
      the
      Interest Accrual Period relating to the final Distribution Date therefor and
      (iv) that the Record Date otherwise applicable to such Distribution Date is
      not
      applicable, payments being made only upon presentation and surrender of the
      Certificates at the office of the Certificate Registrar. In the event such
      notice is given in connection with the purchase of all of the Group 1 Mortgage
      Loans or the Group 2 Mortgage Loans and each related REO Property remaining
      in
      REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related
      Terminator shall deliver to the Paying Agent for deposit in the Distribution
      Account (with notice to the Trustee and the Trust Administrator) not later
      than
      the last Business Day of the month next preceding the month in which such
      distribution will be made an amount in immediately available funds equal to
      the
      Group 1 Termination Price or the Group 2 Termination Price, as applicable.
      Upon
      certification to the Trustee by a Servicing Officer of the making of such final
      deposit, the Trustee shall promptly release or cause to be released to the
      related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans
      or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all
      assignments, endorsements and other instruments delivered to it which are
      necessary to effectuate such transfer.

     

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

     

    Immediately
      following the deposit of funds in trust hereunder in respect of each of the
      Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall
      terminate. In no event shall the trust created hereby continue beyond the
      earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years
      from the death of the last survivor of the descendants of Joseph P. Kennedy,
      the
      late ambassador of the United States to the Court of St. James, living on the
      date hereof.

     

    
      	
              SECTION
                9.02  

            	
              Additional
                Termination Requirements.

            


    

     

    (a)  In
      the
      event that the related Terminator purchases all the Group 1 Mortgage Loans
      and
      each related REO Property or all the Group 2 Mortgage Loans and each related
      REO
      Property, REMIC I-A (in the case of a purchase of all the Group 1 Mortgage
      Loans
      and each related REO Property) or REMIC II-A (in the case of a purchase of
      all
      the Group 2 Mortgage Loans and each related REO Property) shall be terminated,
      in each case in accordance with the following additional requirements (or in
      connection with the final payment on or other liquidation of the last Group
      1
      Mortgage Loan or related REO Property remaining in REMIC I-A or the last Group
      2
      Mortgage Loan or related REO Property remaining in REMIC II-A, the additional
      requirement specified in clause (i) below):

     

    (i)  The
      Trust
      Administrator shall specify the first day in the 90-day liquidation period
      in a
      statement attached to REMIC I-A’s or REMIC II-A’s, as applicable, final Tax
      Return pursuant to Treasury regulation Section 1.860F-1, and such termination
      shall satisfy all requirements of a qualified liquidation under Section 860F
      of
      the Code and any regulations thereunder, as evidenced by an Opinion of Counsel
      obtained at the expense of the Master Servicer;

     

    (ii)  During
      such 90-day liquidation period, and at or prior to the time of making of the
      final payment on the Certificates, the Trust Administrator on behalf of the
      Trustee shall sell all of the assets of REMIC I-A or REMIC II-A, as applicable,
      to the related Terminator for cash; and

     

    (iii)  At
      the
      time of the making of the final payment on the related Certificates, the Paying
      Agent shall distribute or credit, or cause to be distributed or credited, to
      the
      Holders of the Class 1-R Certificates all cash on hand in REMIC I-A and to
      the
      Holders of the Class 2-R Certificates all cash on hand in REMIC II-A (in each
      case other than cash retained to meet claims), and either REMIC I-A or REMIC
      II-A, as applicable, shall terminate at that time.

     

    (b)  At
      the
      expense of the related Terminator (or in the event of termination under Section
      9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator),
      the Trust Administrator shall prepare or cause to be prepared the documentation
      required in connection with the adoption of a plan of liquidation of each REMIC,
      as applicable, pursuant to this Section 9.02.

     

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


    ARTICLE
      X


    REMIC
      PROVISIONS

     

    
      	
              SECTION
                10.01  

            	
              REMIC
                Administration.

            


    

     

    (a)  The
      Trustee shall elect to treat each REMIC created hereunder as a REMIC under
      the
      Code and, if necessary, under applicable state law. Such election will be made
      by the Trust Administrator on behalf of the Trustee on Form 1066 or other
      appropriate federal tax or information return or any appropriate state return
      for the taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For the purposes of the REMIC election in respect
      of
      REMIC I-A, the REMIC I-A Regular Interests shall be designated as the Regular
      Interests in REMIC I-A and the Class R-IA Residual Interest shall be designated
      as the Residual Interests in REMIC I-A.  For the purposes of the REMIC
      election in respect of REMIC I-B, the REMIC I-B Regular Interests shall be
      designated as the Regular Interests in REMIC I-B and the Class R-IB Residual
      Interest shall be designated as the Residual Interests in REMIC
      I-B.  For the purposes of the REMIC election in respect of REMIC I-C,
      the Group 1 Certificates or Components thereof (other than the Class 1-R
      Certificates), shall be designated as the Regular Interests in REMIC I-C and
      the
      Class R-IC Residual Interest shall be designated as the Residual Interest in
      REMIC I-C.  Neither the Trustee nor the Trust Administrator shall
      permit the creation of any “interests” in REMIC I-A, REMIC I-B or REMIC I-C
      (within the meaning of Section 860G of the Code) other than the REMIC I-A
      Regular Interests, REMIC I-B Regular Interests and the Group 1 Certificates.
      For
      the purposes of the REMIC election in respect of REMIC II-A, the REMIC II-A
      Regular Interests shall be designated as the Regular Interests in REMIC II-A
      and
      the Class R-IIA Residual Interest shall be designated as the Residual Interests
      in REMIC II-A.  For the purposes of the REMIC election in respect of
      REMIC II-B, the REMIC II-B Regular Interests shall be designated as the Regular
      Interests in REMIC II-B and the Class R-IIB Residual Interest shall be
      designated as the Residual Interests in REMIC II-B.  For the purposes
      of the REMIC election in respect of REMIC II-C, the Group 1 Certificates or
      Components thereof (other than the Class 2-R Certificates), shall be designated
      as the Regular Interests in REMIC II-C and the Class R-IIC Residual Interest
      shall be designated as the Residual Interest in REMIC II-C.  Neither
      the Trustee nor the Trust Administrator shall permit the creation of any
“interests” in REMIC II-A, REMIC II-B or REMIC II-C (within the meaning of
      Section 860G of the Code) other than the REMIC II-A Regular Interests, the
      REMIC
      II-B Regular Interests and the Group 2 Certificates. The Trustee shall elect
      to
      treat each REMIC created hereunder as a REMIC under the Code and, if necessary,
      under applicable state law. Such election will be made by the Trust
      Administrator on behalf of the Trustee on Form 1066 or other appropriate federal
      tax or information return or any appropriate state return for the taxable year
      ending on the last day of the calendar year in which the Certificates are
      issued.

     

    (b)  The
      Closing Date is hereby designated as the “Startup Day” of each REMIC created
      hereunder within the meaning of Section 860G(a)(9) of the Code.

     

    (c)  The
      Trust
      Administrator shall pay any and all expenses relating to any tax audit of the
      Trust Fund (including, but not limited to, any professional fees or any
      administrative or judicial proceedings with respect to any Trust REMIC that
      involve the Internal Revenue Service or state tax authorities), and shall be
      entitled to reimbursement from the Trust therefor to the extent permitted under
      Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
      matters person, shall (i) act on behalf of the Trust Fund in relation to any
      tax
      matter or controversy involving any Trust REMIC and (ii) represent the Trust
      Fund in any administrative or judicial proceeding relating to an examination
      or
      audit by any governmental taxing authority with respect thereto. The Holder
      of
      the largest Percentage Interest of the Residual Certificates shall be
      designated, in the manner provided under Treasury regulations section
      1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
      matters person of the REMIC created hereunder. By its acceptance thereof, the
      Holder of the largest Percentage Interest of the Residual Certificates hereby
      agrees to irrevocably appoint the Trust Administrator or an Affiliate as its
      agent to perform all of the duties of the tax matters person for the Trust
      Fund.

     

    (d)  The
      Trust
      Administrator shall prepare and the Trustee at the direction of the Trust
      Administrator shall sign and the Trust Administrator shall file all of the
      Tax
      Returns in respect of the REMIC created hereunder. The expenses of preparing
      and
      filing such returns shall be borne by the Trust Administrator without any right
      of reimbursement therefor. The Master Servicer shall provide on a timely basis
      to the Trust Administrator or its designee such information with respect to
      the
      assets of the Trust Fund as is in its possession and reasonably required by
      the
      Trust Administrator to enable it to perform its obligations under this
      Article.

     

    (e)  The
      Trust
      Administrator shall perform on behalf of any Trust REMIC all reporting and
      other
      tax compliance duties that are the responsibility of the REMIC under the Code,
      the REMIC Provisions or other compliance guidance issued by the Internal Revenue
      Service or any state or local taxing authority including the filing of Form
      8811
      with the Internal Revenue Service within 30 days following the Closing Date.
      Among its other duties, as required by the Code, the REMIC Provisions or other
      such compliance guidance, the Trust Administrator shall provide (i) to any
      Transferor of a Residual Certificate such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      Person who is not a Permitted Transferee, (ii) to the Certificateholders such
      information or reports as are required by the Code or the REMIC Provisions
      including reports relating to interest, original issue discount and market
      discount or premium (using the Prepayment Assumption as required) and (iii)
      to
      the Internal Revenue Service the name, title, address and telephone number
      of
      the person who will serve as the representative of any Trust REMIC. The Master
      Servicer shall provide on a timely basis to the Trust Administrator such
      information with respect to the assets of the Trust Fund, including, without
      limitation, the Mortgage Loans, as is in its possession and reasonably required
      by the Trust Administrator to enable it to perform its obligations under this
      subsection. In addition, the Depositor shall provide or cause to be provided
      to
      the Trust Administrator, within ten (10) days after the Closing Date, all
      information or data that the Trust Administrator reasonably determines to be
      relevant for tax purposes as to the valuations and issue prices of the
      Certificates, including, without limitation, the price, yield, Prepayment
      Assumption and projected cash flow of the Certificates.

     

    (f)  The
      Master Servicer, the Trustee and the Trust Administrator shall take such action
      and shall cause any Trust REMIC to take such action as shall be necessary to
      create or maintain the status thereof as a REMIC under the REMIC Provisions.
      The
      Master Servicer, the Trustee and the Trust Administrator shall not take any
      action, cause the Trust Fund to take any action or fail to take (or fail to
      cause to be taken) any action that, under the REMIC Provisions, if taken or
      not
      taken, as the case may be, could (i) endanger the status of any Trust REMIC
      as a
      REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including
      but not limited to the tax on prohibited transactions as defined in Section
      860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
      Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
      unless the Trustee and the Trust Administrator have received an Opinion of
      Counsel, addressed to the Trustee and the Trust Administrator (at the expense
      of
      the party seeking to take such action but in no event at the expense of the
      Trust Administrator or the Trustee) to the effect that the contemplated action
      will not, with respect to any Trust REMIC, endanger such status or result in
      the
      imposition of such a tax, nor shall the Master Servicer take or fail to take
      any
      action (whether or not authorized hereunder) as to which the Trustee or the
      Trust Administrator has advised it in writing that it has received an Opinion
      of
      Counsel to the effect that an Adverse REMIC Event could occur with respect
      to
      such action. In addition, prior to taking any action with respect to any Trust
      REMIC or its assets, or causing any Trust REMIC to take any action, which is
      not
      contemplated under the terms of this Agreement, the Master Servicer will consult
      with the Trustee and the Trust Administrator or their designee, in writing,
      with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC, and the Master Servicer shall not take any such
      action or cause any Trust REMIC to take any such action as to which the Trustee
      or the Trust Administrator has advised it in writing that an Adverse REMIC
      Event
      could occur. The Trust Administrator and the Trustee may consult with counsel
      to
      make such written advice, and the cost of same shall be borne by the party
      seeking to take the action not permitted by this Agreement, but in no event
      shall such cost be an expense of the Trustee or the Trust Administrator. At
      all
      times as may be required by the Code, the Trust Administrator, the Trustee
      or
      the Master Servicer will ensure that substantially all of the assets of any
      Trust REMIC will consist of “qualified mortgages” as defined in Section
      860G(a)(3) of the Code and “permitted investments” as defined in Section
      860G(a)(5) of the Code.

     

    (g)  In
      the
      event that any tax is imposed on “prohibited transactions” of the REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on
      any contributions to the REMIC after the Startup Day therefor pursuant to
      Section 860G(d) of the Code, or any other tax is imposed by the Code or any
      applicable provisions of state or local tax laws, such tax shall be charged
      (i)
      to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises
      out of or results from a breach by the Trust Administrator of any of its
      obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03
      hereof, if such tax arises out of or results from a breach by the Trustee of
      any
      of its obligations under this Article X, (iii) to the Master Servicer pursuant
      to Section 10.03 hereof, if such tax arises out of or results from a breach
      by
      the Master Servicer of any of its obligations under Article III or this Article
      X, (iv) to the Paying Agent pursuant to Section 10.03 hereof, if such tax arises
      out of or results from a breach by the Paying Agent of any of its obligations
      under this Article X, or otherwise (v) against amounts on deposit in the
      Distribution Account and shall be paid by withdrawal therefrom.

     

    (h)  [Reserved].

     

    (i)  The
      Trust
      Administrator shall, for federal income tax purposes, maintain books and records
      with respect to any Trust REMIC on a calendar year and on an accrual
      basis.

     

    (j)  Following
      the Startup Day, the Master Servicer, the Trustee and the Trust Administrator
      shall not accept any contributions of assets to any Trust REMIC other than
      in
      connection with any Qualified Substitute Mortgage Loan delivered in accordance
      with Section 2.03 unless it shall have received an Opinion of Counsel to the
      effect that the inclusion of such assets in the Trust Fund will not cause the
      REMIC to fail to qualify as a REMIC at any time that any Certificates are
      outstanding or subject the REMIC to any tax under the REMIC Provisions or other
      applicable provisions of federal, state and local law or
      ordinances.

     

    (k)  None
      of
      the Trustee, the Trust Administrator or the Master Servicer shall enter into
      any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either such REMIC to receive any income from assets
      other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    
      	
              SECTION
                10.02  

            	
              Prohibited
                Transactions and Activities.

            


    

     

    None
      of
      the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent
      or
      the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
      (except in connection with (i) the foreclosure of a Mortgage Loan, including
      but
      not limited to, the acquisition or sale of a Mortgaged Property acquired by
      deed
      in lieu of foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the
      termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv)
      a
      substitution pursuant to Article II of this Agreement or (v) a purchase of
      Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire
      any
      assets for any Trust REMIC (other than REO Property acquired in respect of
      a
      defaulted Mortgage Loan), nor sell or dispose of any investments in the
      Collection Account or the Distribution Account for gain, nor accept any
      contributions to any Trust REMIC after the Closing Date (other than a Qualified
      Substitute Mortgage Loan delivered in accordance with Section 2.03), unless
      it
      has received an Opinion of Counsel, addressed to the Trustee and the Trust
      Administrator (at the expense of the party seeking to cause such sale,
      disposition, substitution, acquisition or contribution but in no event at the
      expense of the Trustee or the Trust Administrator) that such sale, disposition,
      substitution, acquisition or contribution will not (a) affect adversely the
      status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject
      to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC
      Provisions.

     

    
      	
              SECTION
                10.03  

            	
              Master
                Servicer and Trust Administrator
                Indemnification.

            


    

     

    (a)  The
      Trust
      Administrator agrees to indemnify the Trust Fund, the Depositor, the Master
      Servicer and the Trustee for any taxes and costs including, without limitation,
      any reasonable attorneys fees imposed on or incurred by the Trust Fund, the
      Depositor, the Master Servicer or the Trustee as a result of a breach of the
      Trust Administrator’s covenants set forth in this Article X.

     

    (b)  The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust
      Administrator and the Trustee for any taxes and costs including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
      Fund, the Depositor, the Trust Administrator or the Trustee, as a result of
      a
      breach of the Master Servicer’s covenants set forth in Article III or this
      Article X.


    ARTICLE
      XI


    MISCELLANEOUS
      PROVISIONS

     

    
      	
              SECTION
                11.01  

            	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Depositor, the Master
      Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
      Authenticating Agent and the Trust Administrator without the consent of any
      of
      the Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct,
      modify or supplement any provisions herein (including to give effect to the
      expectations of Certificateholders) or (iii) to make any other provisions with
      respect to matters or questions arising under this Agreement which shall not
      be
      inconsistent with the provisions of this Agreement, provided that such action
      shall not, as evidenced by an Opinion of Counsel delivered to the Trustee and
      the Trust Administrator, adversely affect in any material respect the interests
      of any Certificateholder. 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 shall be required to address the
      effect of any such amendment on any such consenting
      Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
      Authenticating Agent and the Trust Administrator with the consent of the Holders
      of Certificates entitled to at least 66% of the Voting Rights for the purpose
      of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions of this Agreement or of modifying in any manner the rights of the
      Holders of Certificates; provided, however, that no such amendment shall (i)
      reduce in any manner the amount of, or delay the timing of, payments received
      on
      Mortgage Loans which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, (ii) adversely affect in any
      material respect the interests of the Holders of any Class of Certificates
      in a
      manner, other than as described in (i), without the consent of the Holders
      of
      Certificates of such Class evidencing at least 66% of the Voting Rights
      allocated to such Class, or (iii) modify the consents required by the
      immediately preceding clauses (i) and (ii) without the consent of the Holders
      of
      all Certificates then outstanding. Notwithstanding any other provision of this
      Agreement, for purposes of the giving or withholding of consents pursuant to
      this Section 11.01, Certificates registered in the name of the Depositor or
      the
      Master Servicer or any Affiliate thereof shall be entitled to Voting Rights
      with
      respect to matters affecting such Certificates.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trust Administrator shall not
      consent to any amendment to this Agreement unless it shall have first received
      an Opinion of Counsel to the effect that such amendment will not result in
      the
      imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or
      cause any Trust REMIC to fail to qualify as a REMIC at any time that any
      Certificates are outstanding.

     

    Prior
      to
      executing any amendment pursuant to this Section, the Trust Administrator shall
      be entitled to receive an Opinion of Counsel (provided by the Person requesting
      such amendment) to the effect that such amendment is authorized or permitted
      by
      this Agreement.

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                11.02  

            	
              Recordation
                of Agreement; Counterparts.

            


    

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Master Servicer at the
      expense of the Certificateholders, but only upon direction of Certificateholders
      accompanied by an Opinion of Counsel to the effect that such recordation
      materially and beneficially affects the interests of the
      Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    
      	
              SECTION
                11.03  

            	
              Limitation
                on Rights of Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust Fund, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of any of the Certificates, be construed
      so
      as to constitute the Certificateholders from time to time as partners or members
      of an association; nor shall any Certificateholder be under any liability to
      any
      third person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless (i) such Holder previously
      shall have given to the Trustee a written notice of default and of the
      continuance thereof, as hereinbefore provided, and (ii) the Holders of
      Certificates entitled to at least 25% of the Voting Rights shall have made
      written request upon the Trustee to institute such action, suit or proceeding
      in
      its own name as Trustee hereunder and shall have offered to the Trustee such
      indemnity satisfactory to it against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee, for 15 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatsoever by virtue of any provision of
      this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, or to enforce any right under this Agreement, except
      in the manner herein provided and for the equal, ratable and common benefit
      of
      all Certificateholders. For the protection and enforcement of the provisions
      of
      this Section, each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    
      	
              SECTION
                11.04  

            	
              Governing
                Law.

            


    

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws.

     

    
      	
              SECTION
                11.05  

            	
              Notices.

            


    

     

    All
      directions, demands and notices hereunder shall be sent (i) via facsimile (with
      confirmation of receipt) or (ii) in writing and shall be deemed to have been
      duly given when received if personally delivered at or mailed by first class
      mail, postage prepaid, or by express delivery service or delivered in any other
      manner specified herein, to (a) in the case of the Depositor, 390 Greenwich
      Street, New York, New York 10013, Attention: Mortgage Finance Group (telecopy
      number (212) 723-8604), or such other address or telecopy number as may
      hereafter be furnished to the Master Servicer, the Trust Administrator, the
      Paying Agent, the Certificate Registrar, the Authenticating Agent and the
      Trustee in writing by the Depositor, (b) in the case of the Master Servicer,
      Master Servicing Division - MC: N3B-355M, 4000 Regent Blvd., Irvine, TX 75063
      (Attention: Compliance Manager), facsimile no.: (469) 220-1573 (with a copy
      to,
      1000 Technology Drive, O’Fallon, MO 63368, Attention: Chief Legal Counsel
      (facsimile no.: (636) 261-6518)), or such other address or facsimile number
      as
      may hereafter be furnished to the Trustee, the Trust Administrator, the Paying
      Agent, the Certificate Registrar, the Authenticating Agent and the Depositor
      in
      writing by the Master Servicer, (c) in the case of the Trust Administrator,
      1000
      Technology Drive, M.S. 337, O’Fallon, Missouri  63368, Attention:
      Mortgage Finance (telecopy number (636) 261-1394), or such other address or
      telecopy number as may hereafter be furnished to the Trustee, the Trust
      Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
      Agent and the Depositor in writing by the Master Servicer (d) in the case of
      the
      Paying Agent, the Authenticating Agent and the Certificate Registrar, 388
      Greenwich Street, 14th Floor,
      New York,
      New York 10013, Attention: Citibank Agency & Trust, CMLTI 2007-AR5,
      (telephone number (212) 816-5680), or such other address or telecopy number
      as
      may hereafter be furnished to the Master Servicer, the Depositor, the Trust
      Administrator and the Trustee in writing by the Paying Agent, the Certificate
      Registrar or the Authenticating Agent and (e) in the case of the Trustee, U.S.
      Bank National Association, One Federal Street, 3rd Floor,
      Boston,
      Massachusetts 02110, Attention: Corporate Trust Services  (telecopy
      number (617) 603-6638), or such other address or telecopy number as may
      hereafter be furnished to the Master Servicer, the Trust Administrator, the
      Paying Agent, the Certificate Registrar, the Authenticating Agent and the
      Depositor in writing by the Trustee. Any notice required or permitted to be
      given to a Certificateholder shall be given by first class mail, postage
      prepaid, at the address of such Holder as shown in the Certificate Register.
      Any
      notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have been duly given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder also shall be mailed to the appropriate party in the manner
      set forth above.

     

    
      	
              SECTION
                11.06  

            	
              Severability
                of Provisions.

            


    

     

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

     

    
      	
              SECTION
                11.07  

            	
              Notice
                to Rating Agencies.

            


    

     

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

     

    1.           Any
      material change or amendment to this Agreement;

     

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

     

    3.           The
      resignation or termination of the Master Servicer, the Trust Administrator,
      the
      Paying Agent, the Certificate Registrar, the Authenticating Agent or the
      Trustee;

     

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

     

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

     

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

     

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

     

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

     

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

     

    1.           Each
      Annual Statement of Compliance described in Section 3.20; and

     

    2.           Each
      Compliance Assessment and Attestation Report described in Section
      3.21.

     

    Any
      such
      notice pursuant to this Section 11.07 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered at or mailed by first class mail,
      postage prepaid, or by express delivery service to Standard & Poor’s Ratings
      Services, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New
      York, New York 10004; and to Fitch Ratings, One State Street Plaza, New York,
      New York 10007, or such other addresses as the Rating Agencies may designate
      in
      writing to the parties hereto.

     

    
      	
              SECTION
                11.08  

            	
              Article
                and Section References.

            


    

     

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

     

    
      	
              SECTION
                11.09  

            	
              Grant
                of Security Interest.

            


    

     

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

     

    
      	
              SECTION
                11.10  

            	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and  4.06 of this Agreement is to facilitate compliance by the
      Depositor with the provisions of Regulation AB promulgated by the Commission
      under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended
      from time to time and subject to clarification and interpretive advice as may
      be
      issued by the staff of the Commission from time to time.  Therefore,
      each of the parties agrees that (a) the obligations of the parties hereunder
      shall be interpreted in such a manner as to accomplish that purpose, (b) the
      parties’ obligations hereunder will be supplemented and modified as necessary to
      be consistent with any such amendments, interpretive advice or guidance,
      convention or consensus among active participants in the asset-backed securities
      markets, opinion of counsel, or otherwise in respect of the requirements of
      Regulation AB, (c) the parties shall comply with requests made by the Depositor
      for delivery of additional or different information, to the extent that such
      information is available or reasonably attainable, as the Depositor may
      determine in good faith is necessary to comply with the provisions of Regulation
      AB, and (d) no amendment of this Agreement shall be required to effect any
      such
      changes in the parties’ obligations as are necessary to accommodate evolving
      interpretations of the provisions of Regulation AB; provided, however, that
      any
      such changes shall require the consent of each of the parties
      hereto.

     

    All
      percentages of Voting Rights referred to herein shall be deemed, with respect
      to
      matters affecting the related Collateral Pool and the related Certificates,
      to
      mean percentages of the Voting Rights with respect to such related
      Certificates.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Depositor, the Master Servicer, the Trust Administrator,
      the Paying Agent, the Authenticating Agent, the Certificate Registrar and the
      Trustee have caused their names to be signed hereto by their respective officers
      thereunto duly authorized, in each case as of the day and year first above
      written.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC.,

              as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Matthew Bollo

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Matthew
                Bollo

            
	 	 	 	 	 	 	 	
              Title:

            	
              Assistance
                Vice President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              CITIMORTGAGE,
                INC.,

              as
                Master Servicer and Trust Administrator

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Tommy R. Harris

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Tommy
                R. Harris

            
	 	 	 	 	 	 	 	
              Title:

            	
              Senior
                Vice President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              CITIBANK,
                N.A.,

              as
                Paying Agent, Certificate Registrar and Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Jennifer McCourt

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Jennifer
                McCourt

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
                as
                Trustee

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Clare M. O’Brien

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Clare
                M. O’Brien

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


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

     

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

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      ____ day of March 2007, before me, a notary public in and for said State,
      personally appeared _____________________, known to me to be a
      _____________________ of CitiMortgage, Inc., one of the corporations that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

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

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

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

     

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

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      ____ day of 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 corporation, and acknowledged to me that such
      entity executed the within instrument.

     

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

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS 1-A1A CERTIFICATE

     

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

     

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

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

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

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A1A Certificates as
                of the
                Issue Date: 

               

              $279,547,000.00

               

              Denomination:
                $279,547,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AA9

               

            


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-A1A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A1A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-A1A Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM               -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT                 -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

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

            	 	
              State

            


    

    


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

     

    ASSIGNMENT

     

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

    


    
      	 	 	 
	 	 	 
	 	 	 


    

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

     

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

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

    
      	
              to

            	 	
              ,

            


    

    
      	
              for
                the account of

            	 	
              ,

            


    

    
      	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            


    

    
      	
              Applicable
                statements should be mailed to

            	 	
              ,

            


    

    
      	 	
              .

            


    

    
      	
              This
                information is provided by

            	 	
              ,

            


    

    
      	
              the
                assignee named above, or 

            	 	
              ,

            


    

    
      	
              as
                its agent.

            	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS 1-A2A CERTIFICATE

     

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

     

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

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

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

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A2A Certificates as
                of the
                Issue Date: 

               

              $334,191,000.00

               

              Denomination:
                $334,191,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AB7

               

            


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-A2A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A2A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-A2A Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM              -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

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

            	 	
              State

            


    

    


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

     

    ASSIGNMENT

     

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

    


    
      	 	 	 
	 	 	 
	 	 	 


    

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

     

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

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS 1-A12B CERTIFICATE

     

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

     

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

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

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

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A12B Certificates as
                of the
                Issue Date: $43,839,000.00

               

              Denomination:
                $43,839,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AC5

               

            


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-A12B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A12B Certificates in the Trust Fund created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
      Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), the Master Servicer, the
      Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
      the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-A12B Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

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

            	 	
              State

            


    

    


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

     

    ASSIGNMENT

     

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

    


    
      	 	 	 
	 	 	 
	 	 	 


    

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

     

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

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS 1-12IO CERTIFICATE

     

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

     

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

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

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

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Notional Amount of the Class 1-12IO Certificates as of the Issue
                Date:
                $657,577,000.00

               

              Denomination:
                $657,577,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AD3

               

            


    

    THE
      NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE
      MONTHLY.  ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY
      TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
      CERTIFICATE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Notional Amount of the Class 1-12IO Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all the Class 1-12IO
      Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-12IO Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

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

            	 	
              State

            


    

    


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

     

    ASSIGNMENT

     

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

    


    
      	 	 	 
	 	 	 
	 	 	 


    

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

     

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

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS 1-A3A CERTIFICATE

     

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

     

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

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

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

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A3A Certificates as
                of the
                Issue Date: $52,194,000.00

               

              Denomination:
                $52,194,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AE1

               

            


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-A3A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A3A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-A3A Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

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

            	 	
              State

            


    

    


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

     

    ASSIGNMENT

     

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

    


    
      	 	 	 
	 	 	 
	 	 	 


    

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

     

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

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-6

     

    FORM
      OF
      CLASS 1-A3B CERTIFICATE

     

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

     

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

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

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

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-A3B Certificates as
                of the
                Issue Date: $3,729,000.00

               

              Denomination:
                $3,729,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AF8

               

            


    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-A3B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-A3B Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-A3B Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

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

            	 	
              State

            


    

    


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

     

    ASSIGNMENT

     

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

    


    
      	 	 	 
	 	 	 
	 	 	 


    

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

     

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

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-7

     

    FORM
      OF
      CLASS 1-3IO CERTIFICATE

     

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

     

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

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: 0.73589% per annum for the first 80 Distribution Dates, then
                0.00000% per annum for each Distribution Date after the 80th Distribution
                Date

               

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

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Notional Amount of the Class 1-3IO Certificates as of the Issue Date:
                $55,923,000.00

               

              Denomination:
                $55,923,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AG6

               

            


    

    THE
      NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE
      MONTHLY.  ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY
      TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
      CERTIFICATE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Notional Amount of the Class 1-3IO Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all the Class 1-3IO
      Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-3IO Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

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

            	 	
              State

            


    

    


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

     

    ASSIGNMENT

     

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

    


    
      	 	 	 
	 	 	 
	 	 	 


    

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

     

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

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-8

     

    FORM
      OF
      CLASS 1-B1 CERTIFICATE

     

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

     

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

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

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

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B1 Certificates as of
                the
                Issue Date: $25,876,000.00

               

              Denomination:
                $25,876,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AN1

               

            


    

    


     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

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

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-B1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-B1 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

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

     

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

     

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

     

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

     

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

     

    Any
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made in
      accordance with Section 5.02(c) of the Agreement.

     

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

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

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

            	 	
              State

            


    

    


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

     

    ASSIGNMENT

     

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

    


    
      	 	 	 
	 	 	 
	 	 	 


    

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

     

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

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-9

     

    FORM
      OF
      CLASS 1-B2 CERTIFICATE

     

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

     

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

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES AND THE CLASS
      1-B1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

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

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B2 Certificates as of
                the
                Issue Date:   $7,230,000.00

               

              Denomination:  $7,230,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:  17311L
                AP6

               

            


    

    


     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

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

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-B2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-B2 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    Any
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM              -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-10

     

    FORM
      OF
      CLASS 1-B3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1-B1
      CERTIFICATES AND THE CLASS 1-B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B3 Certificates as of
                the
                Issue Date: $5,327,000.00

               

              Denomination:
                $5,327,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AQ4

               

            


    

    


     

    


     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-B3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-B3 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    Any
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM             
                - 

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-11

     

    FORM
      OF
      CLASS 1-B4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1-B1
      CERTIFICATES, THE CLASS 1-B2 CERTIFICATES AND THE CLASS 1-B3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B4 Certificates as of
                the
                Issue Date: $3,806,000.00

               

              Denomination:
                $3,806,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AR2

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-B4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, Trust Administrator,
      Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
      of which is set forth hereafter.  To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-B4 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar shall require receipt of written certifications from the Holder of
      the
      Certificate desiring to effect the transfer, and from such Holder's prospective
      transferee, substantially in the forms attached to the Agreement as Exhibit
      F-1.  None of the Depositor or the Trustee is obligated to register or
      qualify the Class of Certificates specified on the face hereof under the 1933
      Act or any other securities law or to take any action not otherwise required
      under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(c) of the Agreement.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM              -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-12

     

    FORM
      OF
      CLASS 1-B5 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1-B1
      CERTIFICATES, THE CLASS 1-B2 CERTIFICATES, THE CLASS 1-B3 CERTIFICATES AND
      THE
      CLASS 1-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B5 Certificates as of
                the
                Issue Date: $2,663,000.00

               

              Denomination:
                $2,663,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AS0

               

            


    

    


     

    


     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-B5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-B5 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar shall require receipt of written certifications from the Holder of
      the
      Certificate desiring to effect the transfer, and from such Holder's prospective
      transferee, substantially in the forms attached to the Agreement as Exhibit
      F-1.  None of the Depositor or the Trustee is obligated to register or
      qualify the Class of Certificates specified on the face hereof under the 1933
      Act or any other securities law or to take any action not otherwise required
      under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM              
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT                
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-13

     

     FORM
      OF CLASS 1-B6 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 1 SENIOR CERTIFICATES, THE CLASS 1-B1
      CERTIFICATES, THE CLASS 1-B2 CERTIFICATES, THE CLASS 1-B3 CERTIFICATES, THE
      CLASS 1-B4 CERTIFICATES AND THE CLASS 1-B5 CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-B6 Certificates as of
                the
                Issue Date: $2,664,205.00

               

              Denomination:
                $2,664,205.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AT8

               

            


    

    


     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 1-B6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      1-B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-B6 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register.  Notwithstanding the above, the final distribution on this
      Certificate will be made after due notice by the Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee, nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund of all the
      Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The
      Agreement permits, but does not require, the party designated in the Agreement
      to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 1% of the aggregate
      principal balance of the Mortgage Loans in such Collateral Pool as of the
      Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar shall require receipt of written certifications from the Holder of
      the
      Certificate desiring to effect the transfer, and from such Holder's prospective
      transferee, substantially in the forms attached to the Agreement as Exhibit
      F-1.  None of the Depositor or the Trustee is obligated to register or
      qualify the Class of Certificates specified on the face hereof under the 1933
      Act or any other securities law or to take any action not otherwise required
      under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(c) of the Agreement.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      A-14

     

    FORM
      OF
      CLASS 1-R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
      COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH
      TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
      OR
      POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
      ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
      ANY
      ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
      THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
      ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
      ANY
      ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
      DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
      TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
      ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
      OR
      COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
      CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
      NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
      SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
      OR
      AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
      TO BE
      OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
      TO BE
      A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
      THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
      CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
      DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
      OF
      THIS CERTIFICATE.

     

    


    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 1-R Certificates as of
                the
                Issue Date: $100.54

               

              Denomination:
                $100.54

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L BA8

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, adjustable-rate and
      fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
      by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Citigroup Global Markets, Inc. is the registered owner of the
      Percentage Interest evidenced by this Certificate specified above in that
      certain beneficial ownership interest evidenced by all the Class 1-R
      Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 1-R Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

    


    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Certificate Registrar (i) an affidavit
      to the effect that such transferee is any Person other than a Disqualified
      Organization or the agent (including a broker, nominee or middleman) of a
      Disqualified Organization, and (ii) a certificate that acknowledges that (A)
      the
      Class 1-R Certificates have been designated as a residual interest in a REMIC,
      (B) it will include in its income a pro rata share of the net income of
      the Trust Fund and that such income may be an “excess inclusion,” as defined in
      the Code, that, with certain exceptions, cannot be offset by other losses or
      benefits from any tax exemption, and (C) it expects to have the financial means
      to satisfy all of its tax obligations including those relating to holding the
      Class R Certificates. Notwithstanding the registration in the Certificate
      Register of any transfer, sale or other disposition of this Certificate to
      a
      Disqualified Organization or an agent (including a broker, nominee or middleman)
      of a Disqualified Organization, such registration shall be deemed to be of
      no
      legal force or effect whatsoever and such Person shall not be deemed to be
      a
      Certificateholder for any purpose, including, but not limited to, the receipt
      of
      distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause any Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon the
      REMIC.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee, nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund of all the
      Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The
      Agreement permits, but does not require, the party designated in the Agreement
      to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 1% of the aggregate
      principal balance of the Mortgage Loans in such Collateral Pool as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.

     

    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                - 

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-15

     

    FORM
      OF
      CLASS 2-A1A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-A1A Certificates as
                of the
                Issue Date: $63,772,000.00

               

              Denomination:
                $63,772,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AH4

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 2-A1A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-A1A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-A1A Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.

    
 

    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM-

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT-

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available
      funds

    
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      A-16

     

    FORM
      OF
      CLASS 2-A2A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-A2A Certificates as
                of the
                Issue Date: $85,790,000.00

               

              Denomination:
                $85,790,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

              CUSIP:
                17311L AJ0

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 2-A2A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-A2A Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-A2A Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM-

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT-

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      A-17

     

    FORM
      OF
      CLASS 2-AB CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-AB Certificates as of
                the
                Issue Date: $10,198,000.00

               

              Denomination:
                $10,198,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AK7

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 2-AB Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-AB Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-AB Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM              -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT – Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

    

    EXHIBIT
      A-18

     

    FORM
      OF
      CLASS 2-AIO CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Notional Amount of the Class 2-AIO Certificates as of the Issue Date:
                $159,760,000.00

               

              Denomination:
                $159,760,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AL5

               

            


    

    THE
      NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE
      MONTHLY.  ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY
      TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
      CERTIFICATE.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Notional Amount of the Class 2-AIO Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all the Class 2-AIO
      Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-AIO Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.

     

    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      A-19

     

    FORM
      OF
      CLASS 2-BIO CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Notional Amount of the Class 2-BIO Certificates as of the Issue Date:
                $6,968,000.00

               

              Denomination:
                $6,968,000.00

               

              Master
                Servicer:  CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AM3

               

            


    

    THE
      NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE
      MONTHLY.  ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY
      TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
      CERTIFICATE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Notional Amount of the Class 2-BIO Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all the Class 2-BIO
      Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-BIO Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Paying Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST

              INC.,
                MORTGAGE PASS THROUGH

              CERTIFICATES,
                SERIES 2007-AR5

               

              CITIBANK,
                N.A., not in its individual

              capacity,
                but solely as Authenticating Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHBIT
      A-20

     

    FORM
      OF
      CLASS 2-B1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B1 Certificates as of
                the
                Issue Date: $5,438,000.00

               

              Denomination:
                $5,438,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AU5

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 2-B1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-B1 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    Any
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM              -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    



    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available
      funds

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    


    
      
              

                  A-20-      
      

                  
      
      

                            [TPW:
            NYLEGAL:656601.3]
            15527-01479  03/29/2007 09:01
            PM              
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-21

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FORM
      OF
      CLASS 2-B2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES AND THE CLASS
      2-B1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B2 Certificates as of
                the
                Issue Date: $1,530,000.00

               

              Denomination:
                $1,530,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AV3

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 2-B2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, Trust Administrator,
      Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
      of which is set forth hereafter.  To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-B2 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    Any
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM              
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      A-22

     

    FORM
      OF
      CLASS 2-B3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
      REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2-B1
      CERTIFICATES AND THE CLASS 2-B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B3 Certificates as of
                the
                Issue Date: $1,190,000.00

               

              Denomination:
                $1,190,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AW1

               

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 2-B3 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-B3 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    Any
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement
      and the Trust Fund created thereby shall terminate upon payment to the
      Certificateholders of all amounts held by the Trustee and required to be paid
      to
      them pursuant to the Agreement following the earlier of (i) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan and REO Property remaining in the Trust Fund and (ii) the purchase by
      the
      party designated in the Agreement at a price determined as
      provided  in the Agreement from the Trust Fund of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from the Trust Fund all the Mortgage Loans in the Collateral Pool relating
      to
      this Certificate and all property acquired in respect of any Mortgage Loan
      in
      such Collateral Pool at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates relating
      to such Collateral Pool; however, such right to purchase is subject to the
      aggregate Stated Principal Balance of the Mortgage Loans in such Collateral
      Pool
      at the time of purchase being less than 1% of the aggregate principal balance
      of
      the Mortgage Loans in such Collateral Pool as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.

    
 

    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      A-23

     

    FORM
      OF
      CLASS 2-B4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2-B1
      CERTIFICATES, THE CLASS 2-B2 CERTIFICATES AND THE CLASS 2-B3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B4 Certificates as of
                the
                Issue Date: $850,000.00

               

              Denomination:
                $850,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AX9

               

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 2-B4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-B4 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register.  Notwithstanding the above, the final distribution on this
      Certificate will be made after due notice by the Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee, nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund of all the
      Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The
      Agreement permits, but does not require, the party designated in the Agreement
      to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 1% of the aggregate
      principal balance of the Mortgage Loans in such Collateral Pool as of the
      Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar shall require receipt of written certifications from the Holder of
      the
      Certificate desiring to effect the transfer, and from such Holder's prospective
      transferee, substantially in the forms attached to the Agreement as Exhibit
      F-1.  None of the Depositor or the Trustee is obligated to register or
      qualify the Class of Certificates specified on the face hereof under the 1933
      Act or any other securities law or to take any action not otherwise required
      under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    


    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    
 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-24

     

    FORM
      OF
      CLASS 2-B5 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2-B1
      CERTIFICATES, THE CLASS 2-B2 CERTIFICATES, THE CLASS 2-B3 CERTIFICATES AND
      THE
      CLASS 2-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B5 Certificates as of
                the
                Issue Date: $594,000.00

               

              Denomination:
                $594,000.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AY7

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, adjustable-rate and
      fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
      by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 2-B5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-B5 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register.  Notwithstanding the above, the final distribution on this
      Certificate will be made after due notice by the Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund of all the
      Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The
      Agreement permits, but does not require, the party designated in the Agreement
      to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 1% of the aggregate
      principal balance of the Mortgage Loans in such Collateral Pool as of the
      Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar shall require receipt of written certifications from the Holder of
      the
      Certificate desiring to effect the transfer, and from such Holder's prospective
      transferee, substantially in the forms attached to the Agreement as Exhibit
      F-1.  None of the Depositor or the Trustee is obligated to register or
      qualify the Class of Certificates specified on the face hereof under the 1933
      Act or any other securities law or to take any action not otherwise required
      under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.IN WITNESS WHEREOF,
      the
      Paying Agent has caused this Certificate to be duly executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM             
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-25

     

    FORM
      OF
      CLASS 2-B6 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
      ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS 2-B1
      CERTIFICATES, THE CLASS 2-B2 CERTIFICATES, THE CLASS 2-B3 CERTIFICATES, THE
      CLASS 2-B4 CERTIFICATES AND THE CLASS 2-B5 CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.
                1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-B6 Certificates as of
                the
                Issue Date: $595,271.00

               

              Denomination:
                $595,271.00

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator: CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L AZ4

            


    

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a  Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family,
      adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
      CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class 2-B6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      2-B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-B6 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register.  Notwithstanding the above, the final distribution on this
      Certificate will be made after due notice by the Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Paying Agent for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund of all the
      Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The
      Agreement permits, but does not require, the party designated in the Agreement
      to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 1% of the aggregate
      principal balance of the Mortgage Loans in such Collateral Pool as of the
      Cut-off Date.

     

    No
      transfer of this Certificate shall be made unless the transfer is made to a
      “qualified institutional buyer” as defined under Rule 144A under the Securities
      Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
      the registration requirements of the 1933 Act and that does not require
      registration or qualification under applicable state securities laws. In the
      event that a transfer of this Certificate is to be made, the Certificate
      Registrar shall require receipt of written certifications from the Holder of
      the
      Certificate desiring to effect the transfer, and from such Holder's prospective
      transferee, substantially in the forms attached to the Agreement as Exhibit
      F-1.  None of the Depositor or the Trustee is obligated to register or
      qualify the Class of Certificates specified on the face hereof under the 1933
      Act or any other securities law or to take any action not otherwise required
      under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Depositor, the
      Trust
      Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
      Agent and the Master Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM              
                -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-26

     

    FORM
      OF
      CLASS 2-R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
      COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH
      TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
      OR
      POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
      ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
      ANY
      ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
      THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
      ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
      ANY
      ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
      DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
      TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
      ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
      OR
      COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
      CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
      NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
      SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
      OR
      AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
      TO BE
      OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
      TO BE
      A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
      THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
      CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
      DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
      OF
      THIS CERTIFICATE.

     

    


    
      	
              Series
                2007-AR5

               

              Pass-Through
                Rate: Variable

               

              Cut-off Date and date of Pooling and
                Servicing Agreement: March 1, 2007

               

              First
                Distribution Date: April 25, 2007

               

              No.1

               

            	
              Aggregate
                Certificate Principal Balance of the Class 2-R Certificates as of
                the
                Issue Date: $100.64

               

              Denomination:
                $100.64

               

              Master
                Servicer: CitiMortgage, Inc.

               

              Trust
                Administrator:  CitiMortgage, Inc.

               

              Certificate
                Registrar, Paying Agent and Authenticating Agent: Citibank,
                N.A.

               

              Trustee:
                U.S. Bank National Association

               

              Issue
                Date: March 30, 2007

               

              CUSIP:
                17311L BB6

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, adjustable-rate and
      fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
      by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST
      ADMINISTRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
      THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Citigroup Global Markets, Inc. is the registered owner of the
      Percentage Interest evidenced by this Certificate specified above in that
      certain beneficial ownership interest evidenced by all the Class 2-R
      Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Master Servicer, the Trust
      Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
      pertinent provisions of which is set forth hereafter.  To the extent
      not defined herein, the capitalized terms used herein have the meanings assigned
      in the Agreement.  This Certificate is issued under and is subject to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class 2-R Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Paying Agent by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Paying Agent in writing at least five Business Days
      prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Paying Agent of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Paying Agent for that purpose as provided
      in
      the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest
      specified above in the Class of Certificates to which this Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
      the
      rights of the Certificateholders, under the Agreement at any time by the
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
      the
      Trustee with the consent of the Holders of Certificates entitled to at least
      66%
      of the Voting Rights. Any such consent by the Holder of this Certificate shall
      be conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Certificate Registrar as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Certificate Registrar
      duly executed by, the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

    


    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Certificate Registrar (i) an affidavit
      to the effect that such transferee is any Person other than a Disqualified
      Organization or the agent (including a broker, nominee or middleman) of a
      Disqualified Organization, and (ii) a certificate that acknowledges that (A)
      the
      Class 2-R Certificates have been designated as a residual interest in a REMIC,
      (B) it will include in its income a pro rata share of the net income of
      the Trust Fund and that such income may be an “excess inclusion,” as defined in
      the Code, that, with certain exceptions, cannot be offset by other losses or
      benefits from any tax exemption, and (C) it expects to have the financial means
      to satisfy all of its tax obligations including those relating to holding the
      Class R Certificates. Notwithstanding the registration in the Certificate
      Register of any transfer, sale or other disposition of this Certificate to
      a
      Disqualified Organization or an agent (including a broker, nominee or middleman)
      of a Disqualified Organization, such registration shall be deemed to be of
      no
      legal force or effect whatsoever and such Person shall not be deemed to be
      a
      Certificateholder for any purpose, including, but not limited to, the receipt
      of
      distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause any Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon the
      REMIC.

     

    The
      Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
      Trustee and any agent of the Depositor, the Master Servicer, the Trust
      Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
      name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
      the
      Trustee, nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trustee and required to be paid to them pursuant to the Agreement following
      the
      earlier of (i) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan and REO Property remaining in the
      Trust Fund and (ii) the purchase by the party designated in the Agreement at
      a
      price determined as provided in the Agreement from the Trust Fund of all the
      Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The
      Agreement permits, but does not require, the party designated in the Agreement
      to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
      relating to this Certificate and all property acquired in respect of any
      Mortgage Loan in such Collateral Pool at a price determined as provided in
      the
      Agreement. The exercise of such right will effect early retirement of the
      Certificates relating to such Collateral Pool; however, such right to purchase
      is subject to the aggregate Stated Principal Balance of the Mortgage Loans
      in
      such Collateral Pool at the time of purchase being less than 1% of the aggregate
      principal balance of the Mortgage Loans in such Collateral Pool as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Authenticating
      Agent, by manual signature, this Certificate shall not be entitled to any
      benefit under the Agreement or be valid for any purpose.

     

    IN
      WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
      executed.

     

    Dated:
      March ___, 2007

     

    
      	 	 	 	 	 	 	 	
              CITIBANK,
                N.A., not in its individual capacity, but solely as Paying
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
                2007-AR5

               

              CITIBANK,
                N.A., not in its individual capacity, but solely as Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM              -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodian

            
	 	 	 	 
	
              TEN
                ENT               
                -

            	
              as
                tenants by the entireties

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

            
	 	 	 	 
	
              JT
                TEN                    -

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            	 	
              _________________

              State

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto

    


    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trustee to issue a new Certificate of a like Percentage
      Interest and Class to the above named assignee and deliver such Certificate
      to
      the following address:

    
      	 	 	 
	 	 	
              .

            


    

    


    Dated:

     

    
      	 	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      
      
        	
                to

              	 	
                ,

              


      

      
        	
                for
                  the account of

              	 	
                ,

              


      

      
        	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              


      

      
        	
                Applicable
                  statements should be mailed to

              	 	
                ,

              


      

      
        	 	
                .

              


      

      
        	
                This
                  information is provided by

              	 	
                ,

              


      

      
        	
                the
                  assignee named above, or 

              	 	
                ,

              


      

      
        	
                as
                  its agent.

              	 	 


      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      10-D, FORM 8-K AND FORM 10-K

     

    REPORTING
      RESPONSIBILITY

     

    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the party identified
      as responsible for preparing the Securities Exchange Act Reports pursuant to
      Section 3.19.

    


    Under
      Item 1 of Form 10-D: a) items marked “6.07 statement” are required to be
      included in the periodic Payment Date statement under Section 6.07, provided
      by
      the Trust Administrator based on information received from the Master Servicer;
      and b) items marked “Form 10-D report” are required to be in the Form 10-D
      report but not the 6.07 statement, provided by the party
      indicated.  Information under all other Items of Form 10-D is to be
      included in the Form 10-D report.  All such information and any other
      Items on Form 8-K and Form 10-D set forth in this Exhibit shall be sent to
      the
      Trust Administrator and the Depositor.

    


    
      	
              Form

               

            	
              Item

               

            	
              Description

               

            	
              Servicer(s)

               

            	
              Master
                Servicer

               

            	
              Trust
                Administrator

               

            	
              Custodians

               

            	
              Trustee

               

            	
              Depositor

               

            	
              Sponsor

               

            
	
              10-D

               

            	
              Must
                be filed within 15 days of the payment date for the asset-backed
                securities.

               

            	 	
              (nominal)

               

            	 	 
	
              1

               

            	
              Distribution
                and Pool Performance Information

               

            	 	 	 	 	 	 	 
	
              Item
                1121(a) – Distribution and Pool Performance Information

               

            	 	 	 	 	 	 	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (ii)
                Payments accrued or paid with respect to enhancement or other support
                identified in Item 1114 of Regulation AB (such as insurance premiums
                or
                other enhancement maintenance fees), with an identification of the
                general
                purpose of such payments and the party receiving such
                payments.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average remaining term, pool factors and prepayment
                amounts.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

               

            	 	 	
              Updated
                pool composition information fields to be as specified by Depositor
                from
                time to time

               

            	 
	
              (9)
                Delinquency and loss information for the period.

               

            	
              X

               

               

            	
              X

               

               

            	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool assets.
                (methodology)

               

            	
              X

               

               

            	 	 	 	 	 	 
	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for reimbursements.

               

            	
              X

               

            	
              X

               

            	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

               

            	
              X

               

               

            	
              X

               

               

            	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

               

            	
              X

               

            	
              X

               

            	
              X

               

              (if
                agreed upon by the parties)

               

            	 	 	
              X

               

            	 
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

               

            	 	 	
              X

               

              (6.07
                Statement)

               

            	 	 	 	 
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool,

               

            	 	 	 	 	 	
              X

               

            	 
	
              information
                regarding any pool asset changes (other than in connection with a
                pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a prefunding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any prefunding or revolving accounts, if
                applicable.

               

            	
              X

               

            	
              X

               

            	
              X

               

            	 	 	
              X

               

            	 
	
              Disclose
                any material changes in the solicitation, credit-granting, underwriting,
                origination, acquisition or pool selection criteria or procedures,
                as
                applicable, used to originate, acquire or select the new pool
                assets.

               

            	 	 	 	 	 	
              X

               

            	
              X

               

            
	
              Item
                1121(b) – Pre-Funding or Revolving Period Information

              Updated
                pool information as required under Item 1121(b).

               

            	 	 	 	 	 	
              X

               

            	 
	
              2

               

            	
              Legal
                Proceedings

               

            	 	 	 	 	 	 	 
	
              Item
                1117 – Legal proceedings pending against the following entities, or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

               

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

               

            	 	 	 	 	 	 	
              X

               

            
	
              Depositor

               

            	 	 	 	 	 	
              X

               

            	 
	
              Trustee

               

            	 	 	 	 	
              X

               

            	 	 
	
              Issuing
                entity

               

            	 	 	 	 	 	
              X

               

            	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

               

            	
              X

               

            	
              X

               

            	 	 	 	 	 
	
              Trust
                Administrator

               

            	 	 	
              X

               

            	 	 	 	 
	
              Originator
                of 20% or more of pool assets as of the Cut-off Date

               

            	 	 	 	 	 	
              X

               

            	 
	
              Custodian

               

            	 	 	 	
              X

               

            	 	 	 
	
              3

               

            	
              Sales
                of Securities and Use of Proceeds

               

            	 	 	 	 	 	 	 
	
              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of securities by the sponsor, depositor or issuing
                entity, that are backed by the same asset pool or are otherwise issued
                by
                the issuing entity, whether or not registered, provide the sales
                and use
                of proceeds information in Item 701 of Regulation S-K.  Pricing
                information can be omitted if securities were not registered.

               

            	 	 	 	 	 	
              X

               

            	 
	
              4

               

            	
              Defaults
                Upon Senior Securities

               

            	 	 	 	 	 	 	 
	
              Information
                from Item 3 of Part II of Form 10-Q:

               

              Report
                the occurrence of any Event of Default (after expiration of any grace
                period and provision of any required notice)

               

            	 	 	
              X

               

            	 	 	 	 
	
              5

               

            	
              Submission
                of Matters to a Vote of Security Holders

               

            	 	 	 	 	 	 	 
	
              Information
                from Item 4 of Part II of Form 10-Q

               

            	 	 	
              X

               

            	 	 	 	 
	
              6

               

            	
              Significant
                Obligors of Pool Assets

               

            	 	 	 	 	 	 	 
	
              Item
                1112(b) –Significant Obligor Financial
                Information*

               

            	 	 	 	 	 	
              X

               

            	 
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

               

            	 	 	 	 	 	 	 
	
              7

               

            	
              Significant
                Enhancement Provider Information

               

            	 	 	 	 	 	 	 
	
              Item
                1114(b)(2) – Credit Enhancement Provider Financial
                Information*

               

            	 	 	 	 	 	 	 
	
              Determining
                applicable disclosure threshold

               

            	 	 	
              X

               

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

               

            	 	 	
              X

               

            	 	 	 	 
	
              Item
                1115(b) – Derivative Counterparty Financial Information*

               

            	 	 	 	 	 	 	 
	
              Determining
                current maximum probable exposure

               

            	 	 	 	 	 	
              X

               

            	 
	
              Determining
                current significance percentage

               

            	 	 	
              X

               

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

               

            	 	 	
              X

               

            	 	 	 	 
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

               

            	 	 	 	 	 	 	 
	
              8

               

            	
              Other
                Information

               

            	 	 	 	 	 	 	 
	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

               

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below.

               

            
	
              9

               

            	
              Exhibits

               

            	 	 	 	 	 	 	 
	
              Distribution
                report

               

            	 	 	
              X

               

            	 	 	 	 
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

               

            	 	 	 	 	 	
              X

               

            	 
	
              8-K

               

            	
              Must
                be filed within four business days of an event reportable on Form
                8-K.

               

            	 	 	 	 
	
              1.01

               

            	
              Entry
                into a Material Definitive Agreement

               

            	 	 	 	 	 	 	 
	
              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a
                party.

              Examples:
                servicing agreement, custodial agreement.

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

               

            	
              X

               

            	
              X

               

            	
              X

               

            	 	 	
              X

               

            	
              X

               

            
	
              1.02

               

            	
              Termination
                of a Material Definitive Agreement

               

            	
              X

               

            	
              X

               

            	
              X

               

            	 	 	
              X

               

            	
              X

               

            
	
              Disclosure
                is required regarding termination of  any definitive agreement
                that is material to the securitization (other than expiration in
                accordance with its terms), even if depositor is not a party.

              Examples:
                servicing agreement, custodial agreement.

               

            	 	 	 	 	 	 	 
	
              1.03

               

            	
              Bankruptcy
                or Receivership

               

            	 	 	 	 	 	 	 
	
              Disclosure
                is required regarding the bankruptcy or receivership, if known to
                the
                Master Servicer, with respect to any of the following:

              Sponsor
                (Seller), Depositor, Master Servicer, affiliated Servicer, other
                Servicer
                servicing 20% or more of pool assets at time of report, other material
                servicers, Certificate Administrator, Trustee, significant obligor,
                credit
                enhancer (10% or more), derivatives counterparty, Custodian

               

            	
              X

               

            	
              X

               

            	
              X

               

            	
              X

               

            	 	
              X

               

            	
              X

               

            
	
              2.04

               

            	
              Triggering
                Events that Accelerate or Increase a Direct Financial Obligation
                or an
                Obligation under an Off-Balance Sheet Arrangement

               

            	 	 	 	 	 	 	 
	
              Includes
                an early amortization, performance trigger or other event, including
                event
                of default, that would materially alter the payment priority/distribution
                of cash flows/amortization schedule.

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 6.07 statement

               

            	 	
              X

               

            	
              X

               

            	 	 	 	 
	
              3.03

               

            	
              Material
                Modification to Rights of Security Holders

               

            	 	 	 	 	 	 	 
	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement

               

            	 	 	
              X

               

            	 	 	
              X

               

            	 
	
              5.03

               

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

               

            	 	 	 	 	 	 	 
	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”

               

            	 	 	 	 	 	
              X

               

            	 
	
              5.06

               

            	
              Change
                in Shell Company Status

               

            	 	 	 	 	 	 	 
	
              [Not
                applicable to ABS issuers]

               

            	 	 	 	 	 	
              X

               

            	 
	
              6.01

               

            	
              ·  ABS
                Informational and Computational Material

               

               

            	 	 	 	 	 	 	 
	
              [Not
                included in reports to be filed under Section 3.18]

               

            	 	 	 	 	 	
              X

               

            	 
	
              6.02

               

            	
              Change
                of Servicer or Trustee

               

            	 	 	 	 	 	 	 
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers, certificate
                administrator or trustee.

               

            	
              X

               

            	
              X

               

            	
              X

               

            	 	 	
              X

               

               

            	 
	 	
              Reg
                AB disclosure about any new servicer is also required.

               

            	
              X

               

            	 	 	 	 	 	 
	
              Reg
                AB disclosure about any new trustee is also required.

               

            	 	 	 	 	
              X
                (to the extent required by successor trustee

               

            	 	 
	
              Reg
                AB disclosure about any new Trust Administrator is also
                required.

               

            	 	 	
              X

               

            	 	 	 	 
	
              6.03

               

            	
              Change
                in Credit Enhancement or Other External Support

               

            	 	 	 	 	 	 	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided.  Applies to external credit enhancements as well as
                derivatives.

               

            	 	 	
              X

               

            	 	 	
              X

               

            	 
	 	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

               

            	 	 	
              X

               

            	 	 	
              X

               

            	 
	
              6.04

               

            	
              Failure
                to Make a Required Distribution

               

            	 	 	
              X

               

            	 	 	 	 
	
              6.05

               

            	
              Securities
                Act Updating Disclosure

               

            	 	 	 	 	 	 	 
	
              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Reg AB disclosure about the actual asset
                pool.

               

            	 	 	 	 	 	
              X

               

            	 
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

               

            	 	 	 	 	 	
              X

               

            	 
	
              7.01

               

            	
              Regulation
                FD Disclosure

               

            	
              X

               

            	
              X

               

            	
              X

               

            	
              X

               

            	 	
              X

               

            	 
	
              8.01

               

            	
              Other
                Events

               

            	 	 	 	 	 	 	 
	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to security
                holders.

               

            	 	 	 	 	 	
              X

               

            	 
	
              9.01

               

            	
              Financial
                Statements and Exhibits

               

            	
              The
                Responsible Party applicable to reportable event.

               

            
	
              10-K

               

            	
              Must
                be filed within 90 days of the fiscal year end for the
                registrant.

               

            	 	 	 	 
	
              9B

               

            	
              Other
                Information

               

            	 	 	 	 	 	 	 
	 	 	
              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

               

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above.

               

            
	 	
              15

               

            	
              Exhibits
                and Financial Statement Schedules

               

            	 	 	 	 	 	 	 
	
              Item
                1112(b) –Significant Obligor Financial
                Information

               

            	 	 	 	 	 	
              X

               

            	 
	
              Item
                1114(b)(2) – Credit Enhancement Provider Financial
                Information

               

            	 	 	 	 	 	 	 
	
              Determining
                applicable disclosure threshold

               

            	 	 	
              X

               

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

               

            	 	 	
              X

               

            	 	 	 	 
	
              Item
                1115(b) – Derivative Counterparty Financial Information

               

            	 	 	 	 	 	 	 
	
              Determining
                current maximum probable exposure

               

            	 	 	 	 	 	
              X

               

            	 
	 	 	
              Determining
                current significance percentage

               

            	 	 	
              X

               

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

               

            	 	 	
              X

               

            	 	 	 	 
	
              Item
                1117 – Legal proceedings pending against the following entities, or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

               

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

               

            	 	 	 	 	 	 	
              X

               

            
	
              Depositor

               

            	 	 	 	 	 	
              X

               

            	 
	
              Trustee

               

            	 	 	 	 	 	 	 
	
              Issuing
                entity

               

            	 	 	 	 	 	
              X

               

            	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

               

            	
              X

               

            	
              X

               

            	 	 	 	 	 
	
              Trust
                Administrator

               

            	 	 	
              X

               

            	 	 	 	 
	
              Originator
                of 20% or more of pool assets as of the Cut-off Date

               

            	 	 	 	 	 	
              X

               

            	 
	
              Custodian

               

            	 	 	 	
              X

               

            	 	 	 
	
              Item
                1119 – Affiliations and relationships between the following entities, or
                their respective affiliates, that are material to
                Certificateholders:

               

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

               

            	 	 	 	 	 	 	
              X

               

            
	
              Depositor

               

            	 	 	 	 	 	
              X

               

            	 
	
              Trustee

               

            	 	 	 	 	
              X

               

            	 	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

               

            	
              X

               

            	
              X

               

            	 	 	 	 	 
	
              Trust
                Administrator

               

            	 	 	
              X

               

            	 	 	 	 
	
              Originator

               

            	 	 	 	 	 	
              X

               

            	 
	
              Custodian

               

            	 	 	 	
              X

               

            	 	 	 
	
              Credit
                Enhancer/Support Provider

               

            	 	 	 	 	 	
              X

               

            	 
	
              Significant
                Obligor

               

            	 	 	 	 	 	
              X

               

            	 
	
              Item
                1122 – Assessment of Compliance with Servicing Criteria

               

            	
              X

               

            	
              X

               

            	
              X

               

            	
              X

               

            	 	 	 
	
              Item
                1123 – Servicer Compliance Statement

               

            	
              X

               

            	
              X

               

            	 	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN

     

    ASSESSMENT
      OF COMPLIANCE

     

    


     

    Definitions

    Primary
      Servicer – transaction party having borrower contact

    
      	
               

            	
              Master
                Servicer – aggregator of pool
                assets

            


    

    Trust
      Administrator – waterfall calculator (may be the Trustee, or may be the Master
      Servicer)

    Back-up
      Servicer – named in the transaction (in the event a Back up Servicer becomes the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      – safe keeper of pool assets

    Paying
      Agent – distributor of funds to ultimate investor

    Trustee
–
      fiduciary of the transaction

    


    Note:  The
      definitions above describe the essential function that the party performs,
      rather than the party’s title.  So, for example, in a particular
      transaction, the trustee may perform the “paying agent” and “trust
      administrator” functions, while in another transaction, the trust administrator
      may perform these functions.

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    Key:

    X
      - obligation

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Master
                Servicer

            	
              Trust
                Administrator

            	
              Paying
                Agent

            	 
	 	
              General
                Servicing Considerations

            	 	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	
              X

            	 	 	 	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              X

            	
              X

            	 	 	 	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained.

            	 	 	 	 	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              X

            	
              X

            	 	 	 	 
	 	
              Cash
                Collection and Administration

            	 	 	 	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            	
              X

            	 	 	 	 
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            	
              X

            	 	
              X

            	 	 
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
              X

            	
              X

            	 	 	 	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	 	 	
              X

            	
              X

            	 	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                *

            	
              X

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            	 	 	 	 	 
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            	
              X

            	 	
              X

            	 	 
	 	
              Investor
                Remittances and Reporting

            	 	 	 	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the
                Servicer.

            	
              X

            	
              X

            	
              X

            	 	 	 
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
              X

            	
              X

            	
              X

            	
              X

            	 	 
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              X

            	
              X

            	 	
              X

            	 	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            	
              X

            	 	
              X

            	 	 
	 	
              Pool
                Asset Administration

            	 	 	 	 	 	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents.

            	
              X

            	
              X

            	 	 	 	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets  and related documents are safeguarded as required by the
                transaction agreements

            	
              X

            	
              X

            	 	 	 	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	
              X

            	
              X

            	 	 	 	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents.

            	
              X

            	 	 	 	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	
              X

            	 	 	 	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	
              X

            	
              X

            	 	 	 	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	
              X

            	
              X

            	 	 	 	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	
              X

            	 	 	 	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents.

            	
              X

            	
              X

            	 	 	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements.

            	
              X

            	 	 	 	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	
              X

            	 	 	 	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	
              X

            	 	 	 	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	
              X

            	 	 	 	 	 
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 	
              X

            	 	 	 	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 	 	
              X

            	 	 	 


    

    


    ____________________
*Subject
      to clarification from the
      SEC.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    FORM
      OF
      MORTGAGE LOAN PURCHASE AGREEMENT

     

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    This
      is a
      Mortgage Loan Purchase Agreement (the “Agreement”), dated March 29, 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-AR5
      (the
“Certificates”). The Certificates will consist of twenty-three 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, CitiMortgage, Inc. as master
      servicer (in such capacity, the “Master Servicer”) and as trust administrator
      (in such capacity, the “Trust Administrator”) Citibank, N.A. as paying agent,
      certificate registrar and authenticating agent and U.S. Bank Trust 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
      adjustable-rate, conventional residential mortgage loans (the “Mortgage Loans”)
      originated by Wells Fargo Bank, N.A. (“Wells Fargo” and the “Originator”),
      having an aggregate principal balance as of the close of business on March
      1,
      2007 (the “Cut-off Date”) of $931,023,677 (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. 

     

    Notwithstanding
      any of the foregoing, the Seller shall retain its rights against each Originator
      relating to remedies for breaches of loan-level representations and warranties
      and remedies with respect to early payment defaults, if any.

     

    Section
      2.  Mortgage
      Loan Schedule. The Purchaser and the Seller have agreed upon which of the
      mortgage loans owned by the Seller are to be purchased by the Purchaser pursuant
      to this Agreement and the Seller will prepare or cause to be prepared on or
      prior to the Closing Date a final schedule (the “Closing Schedule”) that
      together shall describe such Mortgage Loans and set forth all of the Mortgage
      Loans to be purchased under this Agreement. The Closing Schedule will conform
      to
      the requirements set forth in this Agreement and to the definition of “Mortgage
      Loan Schedule” under the Pooling and Servicing Agreement. The Closing Schedule
      shall be used as the Mortgage Loan Schedule under the Pooling and Servicing
      Agreement and shall be prepared by the Seller based on information provided
      by
      the Originator.

     

    Section
      3.  Consideration.

     

    (a)  In
      consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
      shall, as described in Section 7, pay to or upon the order of the Seller in
      immediately available funds an amount (the “Mortgage Loan Purchase Price”) equal
      to the net sale proceeds of the Certificates, plus accrued
      interest.

     

    (b)  The
      Purchaser or any assignee, transferee or designee of the Purchaser shall be
      entitled to all scheduled payments of principal due after the Cut-off Date,
      all
      other payments of principal due and collected after the Cut-off Date, and all
      payments of interest on the Mortgage Loans allocable to the period after the
      Cut-off Date. All scheduled payments of principal and interest due on or before
      the Cut-off Date and collected after the Cut-off Date shall belong to the
      Seller.

     

    (c)  Pursuant
      to the Pooling and Servicing Agreement, the Purchaser will assign all of its
      right, title and interest in and to the Mortgage Loans, together with its rights
      under this Agreement, to the Trustee for the benefit of the related
      Certificateholders.

     

    Section
      4.  Transfer
      of the Mortgage Loans.

     

    (a)  Possession
      of Mortgage Files.  The Seller does hereby sell, transfer, assign,
      set over and convey to the Purchaser, without recourse but subject to the terms
      of this Agreement, all of its right, title and interest in, to and under the
      Mortgage Loans. The contents of each Mortgage File not delivered to the
      Purchaser or to any assignee, transferee or designee of the Purchaser on or
      prior to the Closing Date are and shall be held in trust by the Seller for
      the
      benefit of the Purchaser or any assignee, transferee or designee of the
      Purchaser. Upon the sale of the Mortgage Loans, the ownership of each Mortgage
      Note, the related Mortgage and the other contents of the related Mortgage File
      is vested in the Purchaser and the ownership of all records and documents with
      respect to each related Mortgage Loan prepared by or that come into the
      possession of the Seller on or after the Closing Date shall immediately vest
      in
      the Purchaser and shall be delivered immediately to the Purchaser or as
      otherwise directed by the Purchaser.

     

    (b)  Delivery
      of Mortgage Loan Documents.  The Seller will, on or prior to the
      Closing Date, deliver or cause to be delivered to the Purchaser or any assignee,
      transferee or designee of the Purchaser each of the following documents for
      each
      Mortgage Loan:

     

    (i)  the
      original Mortgage Note, endorsed in one of the following forms: (1) in the
      name
      of the Trustee or (2) in blank, in each case, with all prior and intervening
      endorsements showing a complete chain of endorsement from the originator to
      the
      Person so endorsing to the Trustee;

     

    (ii)  the
      original Mortgage with evidence of recording thereon;

     

    (iii)  an
      original Assignment of the Mortgage in recordable form in blank or to the
      Trustee;

     

    (iv)  the
      original recorded Assignment or Assignments of the Mortgage showing a complete
      chain of assignment from the originator to the Person assigning the Mortgage
      in
      blank or to the Trustee as contemplated by the immediately preceding clause
      (iii);

     

    (v)  the
      original of or a copy of each related assumption, modification, consolidation
      or
      extension agreement, with evidence of recording thereon, if any;

     

    (vi)  with
      respect to any Mortgage Loan listed on the Mortgage Loan Schedule
      as  subject to a Primary Mortgage Insurance Policy, the original
      Primary Mortgage Insurance Policy or certificate;

     

    (vii)  the
      original mortgagee title insurance policy or an attorney’s opinion of title
      where customary; and

     

    (viii)  any
      of
      the following that are in the possession of the Seller or a document custodian
      on its behalf: (A) the original of or a copy of any security agreement, chattel
      mortgage or equivalent document executed in connection with the Mortgage or
      (B)
      the original of or a copy of any power of attorney, if applicable.

     

    With
      respect to a maximum of approximately 5.00% of the original Mortgage Loans,
      by
      outstanding principal balance of the original Mortgage Loans as of the Cut-off
      Date, if any original Mortgage Note referred to in Section 4(b)(i) above cannot
      be located, the obligations of the Seller to deliver such documents shall be
      deemed to be satisfied upon delivery to the Trust Administrator (as designee
      of
      the Purchaser) of a photocopy of such Mortgage Note, if available, with a lost
      note affidavit. If any of the original Mortgage Notes for which a lost note
      affidavit was delivered to the Trust Administrator is subsequently located,
      such
      original Mortgage Note shall be delivered to the Trust Administrator within
      three Business Days.

     

    If
      any of
      the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has as
      of
      the Closing Date been submitted for recording but either (x) has not been
      returned from the applicable public recording office or (y) has been lost or
      such public recording office has retained the original of such document, the
      obligations of the Seller to deliver such documents shall be deemed to be
      satisfied upon (1) delivery to the Trust Administrator of a copy of each such
      document certified by the Originator in the case of (x) above or the applicable
      public recording office in the case of (y) above to be a true and complete
      copy
      of the original that was submitted for recording and (2) if such copy is
      certified by the Originator, delivery to the Trust Administrator promptly upon
      receipt thereof of either the original or a copy of such document certified
      by
      the applicable public recording office to be a true and complete copy of the
      original.

     

    To
      the
      extent not already recorded, the Trust Administrator, at the expense of the
      Seller shall pursuant to the Pooling and Servicing Agreement promptly (and
      in no
      event later than three months following the later of the Closing Date and the
      date of receipt by the Trust Administrator of the recording information for
      a
      Mortgage) submit or cause to be submitted for recording, at no expense to the
      Trust Estate or the Trust Administrator, in the appropriate public office for
      real property records, each Assignment delivered to it pursuant to Sections
      4(b)(iii) and (iv) above. In the event that any such Assignment is lost or
      returned unrecorded because of a defect therein, the Trust Administrator, at
      the
      expense of the Seller, shall promptly prepare or cause to be prepared a
      substitute Assignment or cure or cause to be cured such defect, as the case
      may
      be, and thereafter cause each such Assignment to be duly
      recorded.  Notwithstanding the foregoing, but without limiting the
      requirement that such Assignments be in recordable form, neither the Trust
      Administrator nor the Trustee shall be required to submit or cause to be
      submitted for recording each Assignment delivered to it pursuant to Sections
      4(b)(iii) and (iv) if such recordation shall not, as of the Closing Date, be
      required by the Rating Agencies, as a condition to their assignment on the
      Closing Date of their initial ratings to the Certificates, as evidenced by
      the
      delivery by the Rating Agencies of their ratings letters on the Closing
      Date.

     

    The
      Seller shall deliver or cause to be delivered to the Trust Administrator
      promptly upon receipt thereof any other original documents constituting a part
      of a Mortgage File received with respect to any Mortgage Loan, including, but
      not limited to, any original documents evidencing an assumption, modification,
      consolidation or extension of any Mortgage Loan.

     

    All
      original documents relating to the Mortgage Loans that are not delivered to
      the
      Trust Administrator are and shall be held by or on behalf of the Seller, the
      Servicer, the Purchaser or the Master Servicer, as the case may be, in trust
      for
      the benefit of the Trustee on behalf of the Certificateholders.  In
      the event that any such original document is required pursuant to the terms
      of
      this Section to be a part of a Mortgage File, such document shall be delivered
      promptly to the Trust Administrator. Any such original document delivered to
      or
      held by the Seller or the Purchaser that is not required pursuant to the terms
      of this Section to be a part of a Mortgage File, shall be delivered promptly
      to
      the related Servicer.

     

    (c)  Acceptance
      of Mortgage Loans. The documents delivered pursuant to Section 4(b) hereof
      shall be reviewed by the Purchaser or any assignee, transferee or designee
      of
      the Purchaser at any time before or after the Closing Date (and with respect
      to
      each document permitted to be delivered after the Closing Date within seven
      days
      of its delivery) to ascertain that all required documents have been executed
      and
      received and that such documents relate to the Mortgage Loans identified on
      the
      Mortgage Loan Schedule.

     

    (d)  Transfer
      of Interest in Agreements. The Purchaser has the right to assign its
      interest under this Agreement, in whole or in part, to the Trustee, as may
      be
      required to effect the purposes of the Pooling and Servicing Agreement, without
      the consent of the Seller, and the assignee shall succeed to the rights and
      obligations hereunder of the Purchaser. Any expense reasonably incurred by
      or on
      behalf of the Purchaser or the Trustee in connection with enforcing any
      obligations of the Seller under this Agreement will be promptly reimbursed
      by
      the Seller.

     

    (e)  Examination
      of Mortgage Files. Prior to the Closing Date, the Seller shall either (i)
      deliver in escrow to the Purchaser or to any assignee, transferee or designee
      of
      the Purchaser, for examination, the Mortgage File pertaining to each Mortgage
      Loan, or (ii) make such Mortgage Files available to the Purchaser or to any
      assignee, transferee or designee of the Purchaser for examination. Such
      examination may be made by the Purchaser or the Trustee, and their respective
      designees, upon reasonable notice to the Seller during normal business hours
      before the Closing Date and within 60 days after the Closing Date. If any such
      person makes such examination prior to the Closing Date and identifies any
      Mortgage Loans that do not conform to the requirements of the Purchaser as
      described in this Agreement, such Mortgage Loans shall be deleted from the
      Closing Schedule. The Purchaser may, at its option and without notice to the
      Seller, purchase all or part of the Mortgage Loans without conducting any
      partial or complete examination. The fact that the Purchaser or any person
      has
      conducted or has failed to conduct any partial or complete examination of the
      Mortgage Files shall not affect the rights of the Purchaser or any assignee,
      transferee or designee of the Purchaser to demand repurchase or other relief
      as
      provided herein or under the Pooling and Servicing Agreement.

     

    Section
      5.  Representations,
      Warranties and Covenants of the Seller.

     

    The
      Seller and the Purchaser understand, acknowledge and agree that, the
      representations and warranties set forth in this Section 5 are made as of the
      Closing Date or as of the date specifically provided herein.

     

    As
      permitted under the Amended and
      Restated Master Mortgage Loan Purchase Agreement, dated as of March 1, 2006,
      and
      as amended October 26, 2006, between Wells Fargo and the Seller (the “Wells
      Fargo Master Agreement” and the “Purchase Agreement”), the Seller hereby assigns
      to the Purchaser all of its right, title and interest under the Purchase
      Agreement to the extent of the Mortgage Loans set forth on the Mortgage Loan
      Schedule, including, but not limited to, any representations and warranties
      of
      the Originator concerning the Mortgage Loans.

    


    (a)  The
      Seller hereby represents and warrants, as to each Mortgage Loan, to the
      Purchaser, as of the date hereof and as of the Closing Date, and covenants,
      that:

     

    (i)  Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws.

     

    (ii)  None
      of
      the mortgage loans are (i) “High Cost” as such term is defined in the Home
      Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent
      provision as defined by the applicable predatory and abusive lending
      laws.

     

    (iii)  An
      appraisal form 1004 or Form 2055 with an interior inspection for first lien
      mortgage loans has been obtained.

     

    (iv)  No
      Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
      terms are defined in the current version of Standard & Poor's LEVELS®
Glossary Revised, Appendix E).

     

    (v)  (vi)                   There
      is no mortgage loan in the trust that was originated on or after October 1,
      2002
      and before March 7, 2003 which is secured by property located in the State
      of
      Georgia.

     

    (b)  [Reserved].

     

    (c)  The
      Seller hereby represents and warrants to the Purchaser, as of the date hereof
      and as of the Closing Date, and covenants, that:

     

    (i)  The
      Seller is duly organized, validly existing and in good standing as a corporation
      under the laws of the State of New York with full corporate power and authority
      to conduct its business as presently conducted by it to the extent material
      to
      the consummation of the transactions contemplated herein. The Seller has the
      full corporate power and authority to own the Mortgage Loans and to transfer
      and
      convey the Mortgage Loans to the Purchaser and has the full corporate power
      and
      authority to execute and deliver, engage in the transactions contemplated by,
      and perform and observe the terms and conditions of this Agreement.

     

    (ii)  The
      Seller has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery hereof by the Purchaser,
      constitutes a legal, valid and binding obligation of the Seller, enforceable
      against it in accordance with its terms except as the enforceability thereof
      may
      be limited by bankruptcy, insolvency or reorganization or by general principles
      of equity.

     

    (iii)  The
      execution, delivery and performance of this Agreement by the Seller (x) does
      not
      conflict and will not conflict with, does not breach and will not result in
      a
      breach of and does not constitute and will not constitute a default (or an
      event, which with notice or lapse of time or both, would constitute a default)
      under (A) any terms or provisions of the articles of incorporation or by-laws
      of
      the Seller, (B) any term or provision of any material agreement, contract,
      instrument or indenture, to which the Seller is a party or by which the Seller
      or any of its property is bound or (C) any law, rule, regulation, order,
      judgment, writ, injunction or decree of any court or governmental authority
      having jurisdiction over the Seller or any of its property and (y) does not
      create or impose and will not result in the creation or imposition of any lien,
      charge or encumbrance which would have a material adverse effect upon the
      Mortgage Loans or any documents or instruments evidencing or securing the
      Mortgage Loans.

     

    (iv)  No
      consent, approval, authorization or order of, registration or filing with,
      or
      notice on behalf of the Seller to any governmental authority or court is
      required, under federal laws or the laws of the State of New York, for the
      execution, delivery and performance by the Seller of, or compliance by the
      Seller with, this Agreement or the consummation by the Seller of any other
      transaction contemplated hereby and by the Pooling and Servicing Agreement;
      provided, however, that the Seller makes no representation or warranty regarding
      federal or state securities laws in connection with the sale or distribution
      of
      the Certificates.

     

    (v)  This
      Agreement does not contain any untrue statement of material fact or omit to
      state a material fact necessary to make the statements contained herein not
      misleading.  The written statements, reports and other documents
      prepared and furnished or to be prepared and furnished by the Seller pursuant
      to
      this Agreement or in connection with the transactions contemplated hereby taken
      in the aggregate do not contain any untrue statement of material fact or omit
      to
      state a material fact necessary to make the statements contained therein not
      misleading.

     

    (vi)  The
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its performance and compliance with the terms of this
      Agreement will not constitute a violation with respect to, any order or decree
      of any court or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction over the Seller or its assets, which
      violation might have consequences that would materially and adversely affect
      the
      condition (financial or otherwise) or the operation of the Seller or its assets
      or might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder.

     

    (vii)  The
      Seller does not believe, nor does it have any reason or cause to believe, that
      it cannot perform each and every covenant contained in this
      Agreement.

     

    (viii)  Immediately
      prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
      the Seller will be the owner of the related Mortgage and the indebtedness
      evidenced by the related Mortgage Note, and, upon the payment to the Seller
      of
      the Purchase Price, in the event that the Seller retains or has retained record
      title, the Seller shall retain such record title to each Mortgage, each related
      Mortgage Note and the related Mortgage Files with respect thereto in trust
      for
      the Purchaser as the owner thereof from and after the date hereof.

     

    (ix)  There
      are
      no actions or proceedings against, or investigations known to it of, the Seller
      before any court, administrative or other tribunal (A) that might prohibit
      its
      entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
      Loans by the Seller or the consummation of the transactions contemplated by
      this
      Agreement or (C) that might prohibit or materially and adversely affect the
      performance by the Seller of its obligations under, or validity or
      enforceability of, this Agreement.

     

    (x)  The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Seller, and the transfer, assignment and
      conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject
      to the bulk transfer or any similar statutory provisions.

     

    (xi)  The
      Seller has not dealt with any broker, investment banker, agent or other person,
      except for the Purchaser or any of its affiliates, that may be entitled to
      any
      commission or compensation in connection with the sale of the Mortgage
      Loans.

     

    (xii)  There
      is
      no litigation currently pending or, to the best of the Seller’s knowledge
      without independent investigation, threatened against the Seller that would
      reasonably be expected to adversely affect the transfer of the Mortgage Loans,
      the issuance of the Certificates or the execution, delivery, performance or
      enforceability of this Agreement, or that would result in a material adverse
      change in the financial condition of the Seller.

     

    (xiii)  The
      Seller is solvent and will not be rendered insolvent by the consummation of
      the
      transactions contemplated hereby.  The Seller is not transferring any
      Mortgage loan with any intent to hinder, delay or defraud any of its
      creditors.

     

    (d)  With
      respect to the Wells Fargo Mortgage Loans, the Seller hereby represents and
      warrants, for the benefit of the Purchaser, that the representations and
      warranties set forth on Exhibit A hereto are true and correct as of the date
      hereof and as of the Closing Date.

     

    
      	
              Section
                6.             
                 

            	
              Repurchase
                Obligation for Defective Documentation and for Breach of Representation
                and Warranty.

            


    

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and
      shall inure to the benefit of the Purchaser and any assignee, transferee or
      designee of the Purchaser, including the Trustee for the benefit of holders
      of
      the Mortgage Pass-Through Certificates evidencing an interest in all or a
      portion of the Mortgage Loans, notwithstanding any restrictive or qualified
      endorsement on any Mortgage Note or Assignment or the examination or lack of
      examination of any Mortgage File.  With respect to the representations
      and warranties contained herein that are made to the knowledge or the best
      knowledge of the Seller, or as to which the Seller has no knowledge, if it
      is
      discovered that the substance of any such representation and warranty is
      inaccurate and the inaccuracy materially and adversely affects the value of
      the
      related Mortgage Loan, or the interest therein of the Purchaser or the
      Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s
      lack of knowledge with respect to the substance of such representation and
      warranty being inaccurate at the time the representation and warranty was made,
      such inaccuracy shall be deemed a breach of the applicable representation and
      warranty and the Seller shall take such action described in the following
      paragraphs of this Section 6 in respect of such Mortgage Loan.  Upon
      discovery by either the Seller or the Purchaser of a breach of any of the
      foregoing representations and warranties made by the Seller that materially
      and
      adversely affects the value of the Mortgage Loans or the interest of the
      Purchaser (or which materially and adversely affects the interests of the
      Purchaser in the related Mortgage Loan in the case of a representation and
      warranty relating to a particular Mortgage Loan), the party discovering such
      breach shall give prompt written notice to the other.

     

    Within
      90
      days of the earlier of either discovery by or notice to the Seller of any breach
      of a representation or warranty made by the Seller that materially and adversely
      affects the value of a Mortgage Loan or the Mortgage Loans or the interest
      therein of the Purchaser, the Seller shall use its best efforts promptly to
      cure
      such breach in all material respects and, if such breach cannot be cured, the
      Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the
      Purchase Price. The Seller may, at the request of the Purchaser and assuming
      the
      Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a
      deficient Mortgage Loan as provided above, remove such Mortgage Loan and
      substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the
      Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall
      repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s)
      pursuant to the foregoing provisions of this Section 6 shall occur on a date
      designated by the Purchaser and shall be accomplished by deposit in accordance
      with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or
      substitution required by this Section shall be made in a manner consistent
      with
      Section 2.03 of the Pooling and Servicing Agreement.

     

    At
      the
      time of substitution or repurchase by the Seller of any deficient Mortgage
      Loan,
      the Purchaser and the Seller shall arrange for the reassignment of the
      repurchased or substituted Mortgage Loan to the Seller and the delivery to
      the
      Seller of any documents held by the Trustee relating to the deficient or
      repurchased Mortgage Loan. In the event the Purchase Price is deposited in
      the
      Collection Account. The Seller shall, simultaneously with such deposit, give
      written notice to the Purchaser that such deposit has taken place. Upon such
      repurchase, the Mortgage Loan Schedule shall be amended to reflect the
      withdrawal of the repurchased Mortgage Loan from this Agreement.

     

    As
      to any
      Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
      Mortgage Loan or Loans, the Seller shall effect such substitution by delivering
      to the Purchaser or its designee for such Qualified Substitute Mortgage Loan
      or
      Loans the Mortgage Note, the Mortgage, the Assignment and such other documents
      and agreements as are required by the Pooling and Servicing Agreement, with
      the
      Mortgage Note endorsed as required therein. The Seller shall remit for deposit
      in the Collection Account the Monthly Payment due on such Qualified Substitute
      Mortgage Loan or Loans in the month following the date of such substitution.
      Monthly payments due with respect to Qualified Substitute Mortgage Loans in
      the
      month of substitution will be retained by the Seller. For the month of
      substitution, distributions to the Purchaser will include the Monthly Payment
      due on such Deleted Mortgage Loan in the month of substitution, and the Seller
      shall thereafter be entitled to retain all amounts subsequently received by
      the
      Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the
      Qualified Substitute Mortgage Loans shall be subject to the terms of this
      Agreement in all respects, and the Seller shall be deemed to have made with
      respect to such Qualified Substitute Mortgage Loan or Loans as of the date
      of
      substitution, the covenants, representations and warranties set forth in Section
      5.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      Section 5 shall survive delivery of the respective Mortgage Files to the Trustee
      on behalf of the Purchaser.

     

    It
      is
      understood and agreed that (i) the obligations of the Seller set forth in this
      Section 6 to cure, repurchase and substitute for a defective Mortgage Loan
      and
      (ii) the obligations of the Seller as provided in the next sentence constitute
      the sole remedies of the Purchaser respecting a missing or defective document
      or
      a breach of the representations and warranties contained in Section
      5.   The Seller shall indemnify the Purchaser and hold it
      harmless against any losses, damages, penalties, fines, forfeitures, reasonable
      and necessary legal fees and related costs, judgments, and other costs and
      expenses resulting from any claim, demand, defense or assertion based on or
      grounded upon, or resulting from, a breach of the representations and warranties
      contained in Sections 5(a), (c), (d) and (e) this Agreement.

     

    Section
      7.  Closing;
      Payment for the Mortgage Loans. The closing of the purchase and sale of the
      Mortgage Loans shall be held at the New York City office of Thacher Proffitt
      & Wood llp at 10:00 AM New York City time on the Closing Date.

     

    The
      closing shall be subject to each of the following conditions:

     

    (a)  All
      of
      the representations and warranties of the Seller under this Agreement shall
      be
      true and correct in all material respects as of the date as of which they are
      made and no event shall have occurred which, with notice or the passage of
      time,
      would constitute a default under this Agreement;

     

    (b)  The
      Purchaser shall have received, or the attorneys of the Purchaser shall have
      received in escrow (to be released from escrow at the time of closing), all
      Closing Documents as specified in Section 8 of this Agreement, in such forms
      as
      are agreed upon and acceptable to the Purchaser, duly executed by all
      signatories other than the Purchaser as required pursuant to the respective
      terms thereof;

     

    (c)  The
      Seller shall have delivered or caused to be delivered and released to the
      Purchaser or to its designee, all documents (including without limitation,
      the
      Mortgage Loans) required to be so delivered by the Purchaser; and

     

    (d)  All
      other
      terms and conditions of this Agreement shall have been complied
      with.

     

    Subject
      to the foregoing conditions, the Purchaser shall deliver or cause to be
      delivered to the Seller on the Closing Date, against delivery and release by
      the
      Seller to the Trustee of all documents required pursuant to the Pooling and
      Servicing Agreement, the consideration for the Mortgage Loans as specified
      in
      Section 3 of this Agreement, by delivery to the Seller of the Mortgage Loan
      Purchase Price.

     

    Section
      8.  Closing
      Documents. Without limiting the generality of Section 7 hereof, the closing
      shall be subject to delivery of each of the following documents:

     

    (a)  An
      Officers’ Certificate of the Seller, dated the Closing Date, upon which the
      Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a
      form acceptable to the Purchaser;

     

    (b)  A
      Secretary’s Certificate of the Seller, dated the Closing Date, upon which the
      Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser,
      and attached thereto copies of the certificate of incorporation, by-laws and
      certificate of good standing of the Seller;

     

    (c)  An
      Opinion of Counsel of the Seller, dated the Closing Date and addressed to the
      Purchaser and the Underwriter, in a form acceptable to the
      Purchaser;

     

    (d)  An
      Officers’ Certificate of each Originator who originated 20% or more of the
      Mortgage Loans, dated the Closing Date, upon which the Purchaser and the
      Underwriter may rely, in a form acceptable to the Purchaser;

     

    (e)  A
      Secretary’s Certificate of each Originator who originated 20% or more of the
      Mortgage Loans, dated the Closing Date, upon which the Purchaser and the
      Underwriter may rely, in a form acceptable to the Purchaser, and attached
      thereto copies of the certificate of incorporation, by-laws and certificate
      of
      good standing of the Originator;

     

    (f)  Such
      opinions of counsel as the Rating Agencies or the Trustee may request in
      connection with the sale of the Mortgage Loans by the Seller to the Purchaser
      or
      the Seller’s execution and delivery of, or performance under, this
      Agreement;

     

    (g)  A
      letter
      from Deloitte & Touche L.L.P., certified public accountants, dated the date
      hereof and to the effect that they have performed certain specified procedures
      as a result of which they determined that certain information of an accounting,
      financial or statistical nature set forth in the Purchaser’s Prospectus
      Supplement, dated March 29, 2007 and the Purchaser’s Private Placement
      Memorandum, dated March 30, 2007, agrees with the records of the
      Seller;

     

    (h)  Letters
      from certified public accountants for each Originator who originated more than
      20% of the Mortgage Loans, 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 March 29, 2007 under the
      subheading “The Originator” agrees with the records of the Originator;
      and

     

    (i)  Such
      further information, certificates, opinions and documents as the Purchaser
      or
      the Underwriter may reasonably request.

     

    Section
      9.  Costs.
      The Seller shall pay (or shall reimburse the Purchaser or any other Person
      to
      the extent that the Purchaser or such other Person shall pay) all necessary
      and
      reasonable costs and expenses incurred directly in delivering this Agreement,
      the Pooling and Servicing Agreement, the Certificates, the prospectus,
      prospectus supplement and private placement memorandum relating to the
      Certificates and other related documents, the initial fees, costs and expenses
      of the Trust Administrator and the Trustee set forth in an engagement letter
      delivered to the Seller by the Trust Administrator, the fees and expenses of
      the
      Purchaser’s counsel in connection with the preparation of all documents relating
      to the securitization of the Mortgage Loans, the filing fee charged by the
      Securities and Exchange Commission for registration of the Certificates, the
      fees charged by any rating agency to rate the Certificates and the ongoing
      expenses of the Rating Agencies. All other costs and expenses in connection
      with
      the transactions contemplated hereunder shall be borne by the party incurring
      such expense.

     

    Section
      10.  [Reserved].

     

    Section
      11.  Mandatory
      Delivery; Grant of Security Interest. The sale and delivery on the Closing
      Date of the Mortgage Loans described on the Mortgage Loan Schedule in accordance
      with the terms and conditions of this Agreement is mandatory. It is specifically
      understood and agreed that each Mortgage Loan is unique and identifiable on
      the
      date hereof and that an award of money damages would be insufficient to
      compensate the Purchaser for the losses and damages incurred by the Purchaser
      in
      the event of the Seller’s failure to deliver the Mortgage Loans on or before the
      Closing Date. The Seller hereby grants to the Purchaser a lien on and a
      continuing security interest in the Seller’s interest in each Mortgage Loan and
      each document and instrument evidencing each such Mortgage Loan to secure the
      performance by the Seller of its obligation hereunder, and the Seller agrees
      that it holds such Mortgage Loans in custody for the Purchaser, subject to
      the
      Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to
      the extent permitted by this Agreement and (ii) obligation to deliver or cause
      to be delivered the consideration for the Mortgage Loans pursuant to Section
      7
      hereof. Any Mortgage Loans rejected by the Purchaser shall concurrently
      therewith be released from the security interest created hereby. The Seller
      agrees that, upon acceptance of the Mortgage Loans by the Purchaser or its
      designee and delivery of payment to the Seller, that its security interest
      in
      the Mortgage Loans shall be released. All rights and remedies of the Purchaser
      under this Agreement are distinct from, and cumulative with, any other rights
      or
      remedies under this Agreement or afforded by law or equity and all such rights
      and remedies may be exercised concurrently, independently or
      successively.

     

    Notwithstanding
      the foregoing, if on the Closing Date, each of the conditions set forth in
      Section 7 hereof shall have been satisfied and the Purchaser shall not have
      paid
      or caused to be paid the Mortgage Loan Purchase Price, or any such condition
      shall not have been waived or satisfied and the Purchaser determines not to
      pay
      or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall
      immediately effect the redelivery of the Mortgage Loans, if delivery to the
      Purchaser has occurred and the security interest created by this Section 11
      shall be deemed to have been released.

     

    Section
      12.  Notices.
      All demands, notices and communications hereunder shall be in writing and shall
      be deemed to have been duly given if personally delivered to or mailed by
      registered mail, postage prepaid, or transmitted by telex or telegraph and
      confirmed by a similar mailed writing, if to the Purchaser, addressed to the
      Purchaser at 390 Greenwich Street, 4th Floor, New York, New York 10013,
      Attention: Mortgage Finance Group, or such other address as may hereafter be
      furnished to the Seller in writing by the Purchaser, and if to the Seller,
      addressed to the Seller at 388 Greenwich Street, 4th Floor, New York, New York
      10013, Attention: Mortgage Finance Group, or such other address as may hereafter
      be furnished to the Purchaser in writing by the Seller.

     

    Section
      13.  Severability
      of Provisions. Any part, provision, representation or warranty of this
      Agreement which is prohibited or which is held to be void or unenforceable
      shall
      be ineffective to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions hereof. Any part, provision,
      representation or warranty of this Agreement which is prohibited or
      unenforceable or is held to be void or unenforceable in any jurisdiction shall,
      as to such jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof, and
      any
      such prohibition or unenforceability in any jurisdiction as to any Mortgage
      Loan
      shall not invalidate or render unenforceable such provision in any other
      jurisdiction. To the extent permitted by applicable law, the parties hereto
      waive any provision of law which prohibits or renders void or unenforceable
      any
      provision hereof.

     

    Section
      14.  Agreement
      of Parties. The Seller and the Purchaser each agree to execute and deliver
      such instruments and take such actions as either of the others may, from time
      to
      time, reasonably request in order to effectuate the purpose and to carry out
      the
      terms of this Agreement and the Pooling and Servicing Agreement.

     

    Section
      15.  Survival.
      The Seller agrees that the representations, warranties and agreements made
      by it
      herein and in any certificate or other instrument delivered pursuant hereto
      shall be deemed to be relied upon by the Purchaser, notwithstanding any
      investigation heretofore or hereafter made by the Purchaser or on its behalf,
      and that the representations, warranties and agreements made by the Seller
      herein or in any such certificate or other instrument shall survive the delivery
      of and payment for the Mortgage Loans and shall continue in full force and
      effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
      Notes and notwithstanding subsequent termination of this Agreement, the Pooling
      and Servicing Agreement or the Trust Fund.

     

    Section
      16.  GOVERNING
      LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
      OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
      THE
      LAWS (INCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
      NEW
      YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
      NEW
      YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

     

    Section
      17.  Miscellaneous.
      This Agreement may be executed in two or more counterparts, each of which when
      so executed and delivered shall be an original, but all of which together shall
      constitute one and the same instrument. This Agreement shall inure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and assigns. This Agreement supersedes all prior agreements and
      understandings relating to the subject matter hereof. Neither this Agreement
      nor
      any term hereof may be changed, waived, discharged or terminated orally, but
      only by an instrument in writing signed by the party against whom enforcement
      of
      the change, waiver, discharge or termination is sought. The headings in this
      Agreement are for purposes of reference only and shall not limit or otherwise
      affect the meaning hereof.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Seller to the Purchaser as provided in Section 4 hereof be, and be
      construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and
      not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
      a
      debt or other obligation of the Seller. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      are
      held to be property of the Seller, then, (a) it is the express intent of the
      parties that such conveyance be deemed a pledge of the Mortgage Loans by the
      Seller to the Purchaser to secure a debt or other obligation of the Seller
      and
      (b) (1) this Agreement shall also be deemed to be a security agreement within
      the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2)
      the
      conveyance provided for in Section 4 hereof shall be deemed to be a grant by
      the
      Seller to the Purchaser of a security interest in all of the Seller’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, including without limitation
      all amounts, other than investment earnings, from time to time held or invested
      in the Collection Account whether in the form of cash, instruments, securities
      or other property; (3) the possession by the Purchaser or its agent of Mortgage
      Notes, the related Mortgages and such other items of property that constitute
      instruments, money, negotiable documents or chattel paper shall be deemed to
      be
“possession by the secured party” for purposes of perfecting the security
      interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
      and
      (4) notifications to persons holding such property, and acknowledgments,
      receipts or confirmations from persons holding such property, shall be deemed
      notifications to, or acknowledgments, receipts or confirmations from, financial
      intermediaries, bailees or agents (as applicable) of the Purchaser for the
      purpose of perfecting such security interest under applicable law. Any
      assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
      shall also be deemed to be an assignment of any security interest created
      hereby. The Seller and the Purchaser shall, to the extent consistent with this
      Agreement, take such actions as may be necessary to ensure that, if this
      Agreement were deemed to create a security interest in the Mortgage Loans,
      such
      security interest would be deemed to be a perfected security interest of first
      priority under applicable law and will be maintained as such throughout the
      term
      of this Agreement and the Pooling and Servicing Agreement.

     

    Section
      18.  Indemnification.
      The Seller shall indemnify and hold harmless each of (i) the Purchaser, (ii)
      Citigroup Global Markets Inc. and (iii) each person, if any, who controls the
      Purchaser within the meaning of Section 15 of the Securities Act of 1933, as
      amended (the “1933 Act”) ((i) through (iii) collectively, the “Indemnified
      Party”) against any and all losses, claims, expenses, damages or liabilities to
      which the Indemnified Party may become subject, under the 1933 Act or otherwise,
      insofar as such losses, claims, expenses, damages or liabilities (or actions
      in
      respect thereof) arise out of, are based upon, or result from, a breach by
      the
      Seller of any of  the representations and warranties made by the
      Seller herein, it being understood that the Purchaser has relied upon such
      representations and warranties.

     

    IN
      WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be
      signed by their respective officers thereunto duly authorized as of the date
      first above written.

     

    
      	 	 	 	 	 	 	 	
              CITIGROUP
                MORTGAGE LOAN

              TRUST
                INC.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    
      	 	 	 	 	 	 	 	
              CITIGROUP
                GLOBAL MARKETS REALTY

              CORP.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    Representation
      and Warranties with Respect to the Wells Fargo Mortgage
      Loans

    


    Except
      for “Mortgage Loans”, which
      shall mean the Wells Fargo Mortgage Loans sold by the Seller to the Purchaser,
      all capitalized terms in this Exhibit A shall have the meanings ascribed to
      them
      in the Wells Fargo Master Agreement.

    


    All
      references to “Underwriting Guidelines” in the foregoing representation and
      warranties with respect to the Wells Fargo Mortgage Loans are hereby replaced
      with “Underwriting Guidelines with respect to the Seller Mortgage Loans (other
      than the exceptions identified for Exception Mortgage Loans on the related
      Assignment and Conveyance Agreement) or the Third-Party Underwriting Guidelines
      with respect to Third-Party Mortgage Loans, as applicable”.

    


    As
      to
      each Mortgage Loan, the Seller hereby represents and warrants to the Purchaser
      that as of the Closing Date:

     

    
      	
              (i)           
                 

            	
              Mortgage
                Loans as Described.

            


    

     

    The
      information set forth in the respective Mortgage Loan Schedule and the
      information contained on the Data File, delivered to the Purchaser is true
      and
      correct, provided that the Seller makes no representation or warranty as to
      the
      accuracy of Unverified Information;

    


    (ii)           Payments
      Current.

    


    All
      payments required to be made up to the related Cut-off Date for the Mortgage
      Loan under the terms of the Mortgage Note have been made and
      credited.  No payment under any Mortgage Loan has been 30 days
      delinquent more than one time within twelve (12) months prior to the related
      Closing Date;

    


    (iii)           No
      Outstanding Charges.

    


    There
      are
      no defaults in complying with the terms of the Mortgages, and all taxes,
      governmental assessments, insurance premiums, leasehold payments, water, sewer
      and municipal charges, which previously became due and owing have been paid,
      or
      an escrow of funds has been established in an amount sufficient to pay for
      every
      such item which remains unpaid and which has been assessed but is not yet due
      and payable.  The Seller has not advanced funds, or induced, or
      solicited directly or indirectly, the payment of any amount required under
      the
      Mortgage Loan, except for interest accruing from the date of the Mortgage Note
      or date of disbursement of the Mortgage Loan proceeds, whichever is later,
      to
      the day which precedes by one month the Due Date of the first installment of
      principal and interest;

    


    (iv)           Original
      Terms Unmodified.

    


    The
      terms
      of the Mortgage Note and Mortgage have not been impaired, waived, altered or
      modified in any respect, except by a written instrument which has been recorded
      or registered with the MERS System, if necessary, to protect the interests
      of
      the Purchaser and which has been delivered to the Custodian.  The
      substance of any such waiver, alteration or modification has been approved
      by
      the issuer of any related PMI Policy and the title insurer, to the extent
      required by the policy, and its terms are reflected on the related Mortgage
      Loan
      Schedule.  No Mortgagor has been released, in whole or in part, except
      in connection with an assumption agreement approved by the issuer of any related
      PMI Policy and the title insurer, to the extent required by the policy, and
      which assumption agreement is part of the Custodial Mortgage File delivered
      to
      the Custodian and the terms of which are reflected in the related Mortgage
      Loan
      Schedule;

    


    (v)           No
      Defenses.

    


    The
      Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
      or defense, including without limitation the defense of usury, nor will the
      operation of any of the terms of the Mortgage Note or the Mortgage, or the
      exercise of any right thereunder, render either the Mortgage Note or the
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including without limitation
      the
      defense of usury, and no such right of rescission, set-off, counterclaim or
      defense has been asserted with respect thereto;

    


    (vi)           No
      Satisfaction of Mortgage.

    


    The
      Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole
      or in part, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such satisfaction, release, cancellation, subordination or
      rescission;

    


    (vii)          Validity
      of Mortgage Documents.

    


    The
      Mortgage Note and the Mortgage and related documents are genuine, and each
      is
      the legal, valid and binding obligation of the maker thereof enforceable in
      accordance with its terms.  All parties to the Mortgage Note and the
      Mortgage had legal capacity to enter into the Mortgage Loan and to execute
      and
      deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the
      Mortgage have been duly and properly executed by such parties.

    


    With
      respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the Pledge
      Agreement, and related documents are genuine, and each is the legal, valid
      and
      binding obligation of the maker thereof enforceable in accordance with its
      terms.  All parties to the Mortgage Note, the Mortgage, the Pledge
      Agreement, the Proprietary Lease, the Stock Power, Recognition Agreement and
      the
      Assignment of Proprietary Lease had legal capacity to enter into the Mortgage
      Loan and to execute and deliver such documents, and such documents have been
      duly and properly executed by such parties;

    


    (viii)        No
      Fraud.

    


    No
      error,
      omission, misrepresentation, negligence, fraud or similar occurrence with
      respect to a Mortgage Loan has taken place on the part of the Seller, or the
      Mortgagor (except with respect to the accuracy of Unverified Information),
      or to
      the best of the Seller’s knowledge, any appraiser, any builder, or any
      developer, or any other party involved in the origination of the Mortgage Loan
      or in the application of any insurance in relation to such Mortgage
      Loan;

    


    (ix)           Compliance
      with Applicable Laws.

    


    Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, disclosure or predatory and abusive
      lending laws applicable to the Mortgage Loan have been complied
      with.  All inspections, licenses and certificates required to be made
      or issued with respect to all occupied portions of the Mortgaged Property and,
      with respect to the use and occupancy of the same, including, but not limited
      to, certificates of occupancy and fire underwriting certificates, have been
      made
      or obtained from the appropriate authorities;

    


    (x)           Location
      and Type of Mortgaged Property.

    


    The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan Schedule and consists of a contiguous parcel of real property with a
      detached single family residence erected thereon, or a two- to four-family
      dwelling, or an individual condominium unit in a condominium project, or an
      individual unit in a planned unit development, or a townhouse, or a cooperative,
      provided, however, that any condominium project or planned unit development
      shall conform with the applicable Fannie Mae or Freddie Mac requirements, or
      the
      Underwriting Guidelines with respect to the Seller Mortgage Loans (other than
      the exceptions identified for Exception Mortgage Loans on the related Assignment
      and Conveyance Agreement) or the Third-Party Underwriting Guidelines with
      respect to Third-Party Mortgage Loans, as applicable, regarding such dwellings,
      and no residence or dwelling is a mobile home.  As of the respective
      appraisal date for each Mortgaged Property, any Mortgaged Property being used
      for commercial purposes conforms to the Underwriting Guidelines with respect
      to
      the Seller Mortgage Loans (other than the exceptions identified for Exception
      Mortgage Loans on the related Assignment and Conveyance Agreement) or the
      Third-Party Underwriting Guidelines with respect to Third-Party Mortgage Loans,
      as applicable and, to the best of the Seller’s knowledge, since the date of such
      appraisal, no portion of the Mortgaged Property has been used for commercial
      purposes outside of the Underwriting Guidelines;

    


    (xi)           Valid
      First Lien.

    


    The
      Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
      Property, including all buildings on the Mortgaged Property and all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems located in or annexed to such buildings, and all additions, alterations
      and replacements made at any time with respect to the foregoing.  The
      lien of the Mortgage is subject only to:

    


    (1)           the
      lien of current real property taxes and assessments not yet due and
      payable;

    


    (2)           covenants,
      conditions and restrictions, rights of way, easements and other matters of
      the
      public record as of the date of recording acceptable to mortgage lending
      institutions generally and specifically referred to in the lender's title
      insurance policy delivered to the originator of the Mortgage Loan and (i)
      referred to or otherwise considered in the appraisal made for the originator
      of
      the Mortgage Loan and (ii) which do not adversely affect the Appraised Value
      of
      the Mortgaged Property set forth in such appraisal; and

    


    (3)           other
      matters to which like properties are commonly subject which do not materially
      interfere with the benefits of the security intended to be provided by the
      mortgage or the use, enjoyment, value or marketability of the related Mortgaged
      Property.

    


    Any
      security agreement, chattel mortgage or equivalent document related to and
      delivered in connection with the Mortgage Loan establishes and creates a valid,
      subsisting and enforceable first lien and first priority security interest
      on
      the property described therein and the Seller has full right to sell and assign
      the same to the Purchaser.

    


    With
      respect to each Cooperative Loan, each Pledge Agreement creates a valid,
      enforceable and subsisting first security interest in the Cooperative Shares
      and
      Proprietary Lease, subject only to (i) the lien of the related Cooperative
      for
      unpaid assessments representing the Mortgagor’s pro rata share of the
      Cooperative’s payments for its blanket mortgage, current and future real
      property taxes, insurance premiums, maintenance fees and other assessments
      to
      which like collateral is commonly subject and (ii) other matters to which like
      collateral is commonly subject which do not materially interfere with the
      benefits of the security intended to be provided by the Pledge Agreement;
      provided, however, that the appurtenant Proprietary Lease may be subordinated
      or
      otherwise subject to the lien of any mortgage on the Project;

    


    


    (xii)           Full
      Disbursement of Proceeds.

    


    The
      proceeds of the Mortgage Loan have been fully disbursed, except for escrows
      established or created due to seasonal weather conditions, and there is no
      requirement for future advances thereunder.  All costs, fees and
      expenses incurred in making or closing the Mortgage Loan and the recording
      of
      the Mortgage were paid, and the Mortgagor is not entitled to any refund of
      any
      amounts paid or due under the Mortgage Note or Mortgage;

    


    (xiii)         Consolidation
      of Future Advances.

    


    Any
      future advances made prior to the related Cut-off Date, have been consolidated
      with the outstanding principal amount secured by the Mortgage, and the secured
      principal amount, as consolidated, bears a single interest rate and single
      repayment term reflected on the related Mortgage Loan Schedule. The lien of
      the
      Mortgage securing the consolidated principal amount is expressly insured as
      having first lien priority (or second lien priority for each Mortgage Loan
      identified on the such Mortgage Loan Schedule as being a Second Lien Mortgage
      Loan) by a title insurance policy, an endorsement to the policy insuring the
      mortgagee’s consolidated interest or by other title evidence acceptable to
      Fannie Mae or Freddie Mac; the consolidated principal amount does not exceed
      the
      original principal amount of the Mortgage Loan; the Seller shall not make future
      advances after the related Cut-off Date;

    


    (xiv)        Ownership.

    


    The
      Seller is the sole owner of record and holder of the Mortgage Loans and the
      related Mortgage Note and the Mortgage are not assigned or pledged, and the
      Seller has good and marketable title thereto and has full right and authority
      to
      transfer and sell the Mortgage Loan to the Purchaser.  The Seller is
      transferring the Mortgage Loan free and clear of any and all encumbrances,
      liens, pledges, equities, participation interests, claims, charges or security
      interests of any nature encumbering such Mortgage Loan;

    


    (xv)           Origination/Doing
      Business.

    


    The
      Mortgage Loan was originated by a savings and loan association, a savings bank,
      a commercial bank, a credit union, an insurance company, or similar institution
      that is supervised and examined by a federal or state authority or by a
      mortgagee approved by the Secretary of Housing and Urban Development pursuant
      to
      Sections 203 and 211 of the National Housing Act. All parties which have had
      any
      interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or
      otherwise, are (or, during the period in which they held and disposed of such
      interest, were)  (1) in compliance with any and all applicable
      licensing requirements of the laws of the state wherein the Mortgaged Property
      is located, and (2) organized under the laws of such state, or (3) qualified
      to
      do business in such state, or (4) federal savings and loan associations or
      national banks having principal offices in such state, or (5) not doing business
      in such state;

    


    (xvi)        LTV,
      PMI Policy.

    


    Each
      Mortgage Loan has an LTV as specified on the related Mortgage Loan Schedule.
      Except as indicated on the
Mortgage
      Loan Schedule and
      on the Data File, if
      the LTV of the Mortgage Loan was greater than 80% at the time of origination,
      a
      portion of the unpaid principal balance of the Mortgage Loan is and will be
      insured as to payment defaults by a PMI Policy.  If the Mortgage Loan
      is insured by a PMI Policy for which the Mortgagor pays all premiums, the
      coverage will remain in place until (i) the LTV decreases to 78% or (ii) the
      PMI
      Policy is otherwise terminated pursuant to the Homeowners Protection Act of
      1998, 12 USC §4901, et seq.  All provisions of such PMI Policy or LPMI
      Policy have been and are being complied with, such policy is in full force
      and
      effect, and all premiums due thereunder have been paid.  The Qualified
      Insurer has a claims paying ability acceptable to Fannie Mae or Freddie
      Mac.  Any Mortgage Loan subject to a PMI Policy or LPMI Policy
      obligates the Mortgagor or the Seller to maintain the PMI Policy or LPMI Policy
      and to pay all premiums and charges in connection therewith.  The
      Mortgage Interest Rate for the Mortgage Loan as set forth on the related
      Mortgage Loan Schedule is net of any such insurance premium;

     

    (xvii)        Title
      Insurance.

    


    The
      Mortgage Loan is covered by an ALTA lender's title insurance policy (or in
      the
      case of any Mortgage Loan secured by a Mortgaged Property located in a
      jurisdiction where such policies are generally not available, an opinion of
      counsel of the type customarily rendered in such jurisdiction in lieu of title
      insurance) or other generally acceptable form of policy of insurance acceptable
      to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie
      Mae
      or Freddie Mac and qualified to do business in the jurisdiction where the
      Mortgaged Property is located, insuring the Seller, its successors and assigns,
      as to the first priority lien (or second priority if such Mortgage Loan is
      a
      Second Lien Mortgage Loan) of the Mortgage in the original principal amount
      of
      the Mortgage Loan, subject only to the exceptions contained in clauses (1),
      (2)
      and (3) of subsection (xi) of this Section 6(b) with respect to each First
      Lien
      Mortgage Loan and subject only to the exceptions contained in clauses (1),
      (2),
      (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage
      Loan, and against any loss by reason of the invalidity or unenforceability
      of
      the lien resulting from the provisions of the Mortgage providing for adjustment
      to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s
      title insurance policy includes no exceptions regarding ingress, egress or
      encroachments that impact the value or the marketability of the Mortgaged
      Property. The Seller is the sole insured of such lender's title insurance
      policy, and such lender's title insurance policy is in full force and effect
      and
      will be in force and effect upon the consummation of the transactions
      contemplated by this Agreement. No claims have been made under such lender's
      title insurance policy, and no prior holder of the Mortgage, including the
      Seller, has done, by act or omission, anything which would impair the coverage
      of such lender's title insurance policy;

    


    (xviii)       No
      Defaults.

    


    There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the Mortgage Note and no event which, with the passage of time
      or
      with notice and the expiration of any grace or cure period, would constitute
      a
      default, breach, violation or event of acceleration, and neither the Seller
      nor
      its predecessors have waived any default, breach, violation or event of
      acceleration;

    


    (xix)          No
      Mechanics' Liens.

    


    There
      are
      no mechanics' or similar liens or claims which have been filed for work, labor
      or material (and no rights are outstanding that under the law could give rise
      to
      such liens) affecting the related Mortgaged Property which are or may be liens
      prior to, or equal or coordinate with, the lien of the related Mortgage which
      are not insured against by the title insurance policy referenced in Paragraph (xvii) above;

    


    (xx)           Location
      of Improvements; No Encroachments.

    


    Except
      as
      insured against by the title insurance policy referenced in subsection (xvii)
      above, all improvements which were considered in determining the Appraised
      Value
      of the Mortgaged Property lay wholly within the boundaries and building
      restriction lines of the Mortgaged Property and no improvements on adjoining
      properties encroach upon the Mortgaged Property.  No improvement
      located on or being part of the Mortgaged Property is in violation of any
      applicable zoning law or regulation;

    


    (xxi)         Payment
      Terms.

    


    Except
      with respect to the Interest Only Mortgage Loans, principal payments commenced
      no more than 60 days after the funds were disbursed to the Mortgagor in
      connection with the Mortgage Loan.  The Mortgage Loans have an
      original term to maturity of not more than 30 years (except with respect to
      certain Balloon Loans or Interest Only Mortgage Loans), with interest payable
      in
      arrears on the first day of each month.  As to each adjustable rate
      Mortgage Loan on each applicable Adjustment Date, the Mortgage Interest Rate
      will be adjusted to equal the sum of the Index plus the applicable Gross Margin,
      rounded up or down to the nearest multiple of 0.125% indicated by the Mortgage
      Note; provided that the Mortgage Interest Rate will not increase or decrease
      by
      more than the Periodic Interest Rate Cap on any Adjustment Date, and will in
      no
      event exceed the maximum Mortgage Interest Rate or be lower than the minimum
      Mortgage Interest Rate listed on the related Mortgage Note for such Mortgage
      Loan.  As to each adjustable rate Mortgage Loan that is not an
      Interest Only Mortgage Loan, each Mortgage Note requires a monthly payment
      which
      is sufficient, during the period prior to the first adjustment to the Mortgage
      Interest Rate, to fully amortize the outstanding principal balance as of the
      first day of such period over the then remaining term of such Mortgage Note
      and
      to pay interest at the related Mortgage Interest Rate.  As to each
      adjustable rate Mortgage Loan, if the related Mortgage Interest Rate changes
      on
      an Adjustment Date or, with respect to an Interest Only Mortgage Loan, on an
      Adjustment Date following the related interest only period, the then outstanding
      principal balance will be reamortized over the remaining life of such Mortgage
      Loan.  No Mortgage Loan contains terms or provisions which would
      result in negative amortization.  With respect to each Balloon Loan,
      the Mortgage Loan is payable in equal monthly installments of principal and
      interest based on a fifteen (15), thirty (30) or forty (40) year amortization
      schedule, as set forth in the related Mortgage Note, and a final lump sum
      payment substantially greater than the preceding Monthly Payment is required
      which is sufficient to amortize the remaining principal balance of the Balloon
      Loan.  No Balloon Loan has an original stated maturity of less than
      seven (7) years;

    


    (xxii)        Customary
      Provisions.

    


    The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including, (1) in the case of a Mortgage designated as a
      deed
      of trust, by trustee's sale, and (2) otherwise by judicial
      foreclosure.  There is no homestead or other exemption available to a
      Mortgagor which would interfere with the right to sell the Mortgaged Property
      at
      a trustee's sale or the right to foreclose the Mortgage;

    


    (xxiii)       Occupancy
      of the Mortgaged Property.

    


    As
      of the
      date of origination, the Mortgaged Property was in good repair and was lawfully
      occupied under applicable law;

    


    (xxiv)       No
      Additional Collateral.

    


    Except
      in
      the case of a Pledged Asset Mortgage Loan and as indicated on the related Data
      File, the Mortgage Note is not and has not been secured by any collateral,
      pledged account or other security except the lien of the corresponding Mortgage
      and the security interest of any applicable security agreement or chattel
      mortgage referred to in subsection (xi) above;

    


    (xxv)        Deeds
      of Trust.

    


    In
      the
      event the Mortgage constitutes a deed of trust, a trustee, duly qualified under
      applicable law to serve as such, has been properly designated and currently
      so
      serves and is named in the Mortgage, and no fees or expenses are or will become
      payable by the Mortgagee to the trustee under the deed of trust, except in
      connection with a trustee's sale after default by the Mortgagor;

    


    (xxvi)       Acceptable
      Investment.

    


    The
      Seller has no knowledge of any circumstances or conditions with respect to
      the
      Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
      standing that can reasonably be expected to cause private institutional
      investors to regard the Mortgage Loan as an unacceptable investment, cause
      the
      Mortgage Loan to become delinquent, or adversely affect the value or
      marketability of the Mortgage Loan;

    


    (xxvii)      Transfer
      of Mortgage Loans.

    


    If
      the
      Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage, upon
      the
      insertion of the name of the assignee and recording information, is in
      recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located;

    


    (xxviii)     Mortgaged
      Property Undamaged.

    


    The
      Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
      windstorm, flood, tornado or other casualty so as to affect adversely the value
      of the Mortgaged Property as security for the Mortgage Loan or the use for
      which
      the premises were intended;

    


    (xxix)        Collection
      Practices; Escrow Deposits.

    


    The
      origination, servicing and collection practices used with respect to the
      Mortgage Loan have been in accordance with Accepted Servicing Practices, and
      have been in all material respects legal and proper.  With respect to
      escrow deposits and Escrow Payments, all such payments are in the possession
      of
      the Seller and there exist no deficiencies in connection therewith for which
      customary arrangements for repayment thereof have not been made.  All
      Escrow Payments have been collected in full compliance with state and federal
      law.  No escrow deposits or Escrow Payments or other charges or
      payments due the Seller have been capitalized under the Mortgage
      Note;

    


    (xxx)         No
      Condemnation.

    


    There
      is
      no proceeding pending or to the best of the Seller’s knowledge threatened for
      the total or partial condemnation of the related Mortgaged
      Property;

    


    (xxxi)        The
      Appraisal.

    


    The
      Servicing File include an appraisal, with the exception of any Time$aver®
Mortgage Loan (which at the original origination were on form 1004 or form
      2055
      with interior inspections), of the related Mortgaged Property.  The
      appraisal was conducted by an appraiser who had no interest, direct or indirect,
      in the Mortgaged Property or in any loan made on the security thereof; and
      whose
      compensation is not affected by the approval or disapproval of the Mortgage
      Loan, and the appraisal and the appraiser both satisfy the applicable
      requirements of Title XI of the Financial Institution Reform, Recovery, and
      Enforcement Act of 1989 and the regulations promulgated thereunder, all as
      in
      effect on the date the Mortgage Loan was originated;

    


    (xxxii)       Insurance.

    


    The
      Mortgaged Property securing each Mortgage Loan is insured by an insurer
      acceptable to Fannie Mae or Freddie Mac against loss by fire and such hazards
      as
      are covered under a standard extended coverage endorsement and such other
      hazards as are customary in the area where the Mortgaged Property is located
      pursuant to insurance policies conforming to the requirements of Section 4.10
      of
      the Servicing Agreement, in an amount which is at least equal to the lesser
      of
      (a) 100% of the insurable value, on a replacement cost basis, of the
      improvements on the related Mortgaged Property, or (b) the greater of (i) either
      (1) the outstanding principal balance of the Mortgage Loan with respect to
      each
      First Lien Mortgage Loan or (2) with respect to each Second Lien Mortgage Loan,
      the sum of the outstanding principal balance of the First Lien on such Mortgage
      Loan and the outstanding principal balance of such Second Lien Mortgage Loan,
      or
      (ii) an amount such that the proceeds of such insurance shall be sufficient
      to
      avoid the application to the Mortgagor or loss payee of any coinsurance clause
      under the policy. If the Mortgaged Property is a condominium unit, it is
      included under the coverage afforded by a blanket policy for the project. If
      the
      improvements on the Mortgaged Property are in an area identified in the Federal
      Register by the Federal Emergency Management Agency as having special flood
      hazards, a flood insurance policy meeting the requirements of the current
      guidelines of the Federal Insurance Administration is in effect with a generally
      acceptable insurance carrier, in an amount representing coverage not less than
      the least of (a) the outstanding principal balance of the Mortgage Loan with
      respect to each First Lien Mortgage Loan or with respect to each Second Lien
      Mortgage Loan, the sum of the outstanding principal balance of the First Lien
      on
      such Mortgage Loan and the outstanding principal balance of such Second Lien
      Mortgage Loan, (b) the full insurable value or (c) the maximum amount of
      insurance which was available under the Flood Disaster Protection Act of 1973,
      as amended. All individual insurance policies contain a standard mortgagee
      clause naming the Seller and its successors and assigns as mortgagee, and all
      premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder
      to maintain a hazard insurance policy at the Mortgagor's cost and expense,
      and
      on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
      to
      obtain and maintain such insurance at such Mortgagor's cost and expense, and
      to
      seek reimbursement therefor from the Mortgagor. The hazard insurance policy
      is
      the valid and binding obligation of the insurer, is in full force and effect,
      and will be in full force and effect and inure to the benefit of the Purchaser
      upon the consummation of the transactions contemplated by this Agreement. The
      Seller has not acted or failed to act so as to impair the coverage of any such
      insurance policy or the validity, binding effect and enforceability
      thereof;

    


    
      	
                                              
                (xxxiii)

            	
              Servicemembers
                Civil Relief Act.

            


    

    


    The
      Mortgagor has not notified the Seller, and the Seller has no knowledge of any
      relief requested or allowed to the Mortgagor under the Servicemembers Civil
      Relief Act, as amended;

    


    
      	
                                             
                (xxxiv)

            	
              No
                Graduated Payments or Contingent
                Interests.

            


    

    


    The
      Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
      does not have a shared appreciation or other contingent interest
      feature;

    


    (xxxv)       No
      Construction Loans.

    


    No
      Mortgage Loan was made in connection with (1) the construction or rehabilitation
      of a Mortgage Property or (2) facilitating the trade-in or exchange of a
      Mortgaged Property other than a construction-to-permanent loan which has
      converted to a permanent Mortgage Loan;

    


    
      	
                                               
                (xxxvi) 

            	
              Underwriting.

            


    

    


    
      	
              (a)         
                

            	
              Each
                Seller Mortgage Loan was underwritten in accordance with the Underwriting
                Guidelines;

            


    

    


    
      	
              (b)      
                  

            	
              Each
                Third-Party Mortgage Loan was underwritten in accordance with the
                Third-Party Underwriting
                Guidelines;

            


    

    


    
      	
              (c)         

            	
              Each
                Exception Mortgage Loan was underwritten in accordance with the
                Underwriting Guidelines, subject to the exceptions specified on the
                related Assignment and Conveyance Agreement;
                and

            


    

    


    
      	
              (d)       
                 

            	
              Each
                Mortgage Note and Mortgage are on forms acceptable to Freddie Mac
                or
                Fannie Mae;

            


    

    


    
      	
                                              
                (xxxvii)

            	
              Buydown
                Mortgage Loans.

            


    

    


    With
      respect to each Mortgage Loan that is a Buydown Mortgage Loan:

    


    
      	
               

            	
              (1)

            	
              On
                or before the date of origination of such Mortgage Loan, the Seller
                and
                the Mortgagor, or the Seller, the Mortgagor and the seller of the
                Mortgaged Property or a third party entered into a Buydown
                Agreement.  The Buydown Agreement provides that the seller of
                the Mortgaged Property (or third party) shall deliver to the Seller
                temporary Buydown Funds in an amount equal to the aggregate undiscounted
                amount of payments that, when added to the amount the Mortgagor on
                such
                Mortgage Loan is obligated to pay on each Due Date in accordance
                with the
                terms of the Buydown Agreement, is equal to the full scheduled Monthly
                Payment due on such Mortgage Loan.  The temporary Buydown Funds
                enable the Mortgagor to qualify for the Buydown Mortgage
                Loan.  The effective interest rate of a Buydown Mortgage Loan if
                less than the interest rate set forth in the related Mortgage Note
                will
                increase within the Buydown Period as provided in the related Buydown
                Agreement so that the effective interest rate will be equal to the
                interest rate as set forth in the related Mortgage Note.  The
                Buydown Mortgage Loan satisfies the requirements of the Underwriting
                Guidelines;

            


    

    


    
      	
               

            	
              (2)

            	
              The
                Mortgage and Mortgage Note reflect the permanent payment terms rather
                than
                the payment terms of the Buydown Agreement.  The Buydown
                Agreement provides for the payment by the Mortgagor of the full amount
                of
                the Monthly Payment on any Due Date that the Buydown Funds are
                available.  The Buydown Funds were not used to reduce the
                original principal balance of the Mortgage Loan or to increase the
                Appraised Value of the Mortgage Property when calculating the
                Loan-to-Value Ratios for purposes of the Agreement and, if the Buydown
                Funds were provided by the Seller and if required under Underwriting
                Guidelines, the terms of the Buydown Agreement were disclosed to
                the
                appraiser of the Mortgaged
                Property;

            


    

    


    
      	
               

            	
              (3)

            	
              The
                Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor
                makes a principal payment for the outstanding balance of the Mortgage
                Loan; and

            


    

    


    
      	
              (4)         
                 

            	
              As
                of the date of origination of the Mortgage Loan, the provisions of
                the
                related Buydown Agreement complied with the Underwriting Guidelines
                (other
                than the exceptions identified for Exception Mortgage Loans on the
                related
                Assignment and Conveyance Agreement) or the Third-Party Underwriting
                Guidelines, as applicable regarding buydown
                agreements;

            


    

    


    
      	
                                             
                (xxxviii)

            	
              Cooperative
                Loans.

            


    

    


    With
      respect to each Cooperative Loan:

    


    
      	
               

            	
              (1)

            	
              The
                Cooperative Shares are held by a person as a tenant-stockholder in
                a
                Cooperative.  Each original UCC financing statement,
                continuation statement or other governmental filing or recordation
                necessary to create or preserve the perfection and priority of the
                first
                lien and security interest in the Cooperative Loan and Proprietary
                Lease
                has been timely and properly made.  Any security agreement,
                chattel mortgage or equivalent document related to the Cooperative
                Loan
                and delivered to Purchaser or its designee establishes in Purchaser
                a
                valid and subsisting perfected first lien on and security interest
                in the
                Mortgaged Property described therein, and Purchaser has full right
                to sell
                and assign the same;

            


    

    


    
      	
               

            	
              (2)

            	
              A
                Cooperative Lien Search has been made by a company competent to make
                the
                same which company is acceptable to Fannie Mae or Freddie Mac and
                qualified to do business in the jurisdiction where the Cooperative
                is
                located;

            


    

    


    
      	
               

            	
              (3)

            	
              (i)
                The term of the related Proprietary Lease is not less than the terms
                of
                the Cooperative Loan; (ii) there is no provision in any Proprietary
                Lease
                which requires the Mortgagor to offer for sale the Cooperative Shares
                owned by such Mortgagor first to the Cooperative; (iii) there is
                no
                prohibition in any Proprietary Lease against pledging the Cooperative
                Shares or assigning the Proprietary Lease; (iv) the Cooperative has
                been
                created and exists in full compliance with the requirements for
                residential cooperatives in the jurisdiction in which the Project
                is
                located and qualifies as a cooperative housing corporation under
                Section
                210 of the Code; (v) the Recognition Agreement is on a form published
                by
                Aztech Document Services, Inc. or includes similar provisions; and
                (vi)
                the Cooperative has good and marketable title to the Project, and
                owns the
                Project either in fee simple; such title is free and clear of any
                adverse
                liens or encumbrances, except the lien of any blanket
                mortgage;

            


    

    


    
      	
              (4)    
                       

            	
              The
                Seller has the right under the terms of the Mortgage Note, Pledge
                Agreement and Recognition Agreement to pay any maintenance charges
                or
                assessments owed by the Mortgagor;
                and

            


    

    


    
      	
              (5)            

            	
              Each
                Stock Power (i) has all signatures guaranteed or (ii) if all signatures
                are not guaranteed, then such Cooperative Shares will be transferred
                by
                the stock transfer agent of the Cooperative if the Seller undertakes
                to
                convert the ownership of the collateral securing the related Cooperative
                Loan;

            


    

    


    
      	
               

            	
              (xxxix)      HOEPA.

            


    

    


    No
      Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state or
      local law, as determined without giving effect to any available federal
      preemption, other than any exemptions specifically provided for in the relevant
      state or local law);

    


    (xl)           Anti-Money
      Laundering Laws.

    


    The
      Seller has complied with all applicable anti-money laundering laws and
      regulations, (the “Anti-Money Laundering Laws”), and has established an
      anti-money laundering compliance program as required by the Anti-Money
      Laundering Laws;

    


    (xli)           Bankruptcy.

    


    
      	
               

            	
              No
                Mortgagor was a debtor in any state or federal bankruptcy or insolvency
                proceeding as of the date the Mortgage Loan was closed and the proceeds
                of
                the Mortgage Loan were distributed;

            


    

    


    (xlii)         Due
      on Sale.

    


    The
      Mortgage or Mortgage Note contains an enforceable provision, to the extent
      not
      prohibited by federal law, for the acceleration of the payment of the unpaid
      principal balance of the Mortgage Loan in the event that the Mortgaged Property
      is sold or transferred without the prior written consent of the Mortgagee
      thereunder, provided that, with respect to Mortgage Notes which bear an
      adjustable rate of interest, such provision shall not be enforceable if the
      Mortgagor causes to be submitted to the Seller to evaluate the intended
      transferee as if a new Mortgage Loan were being made to such transferee, and
      the
      Seller reasonably determines that the security will not be impaired by such
      Mortgage Loan assumption and that the risk of breach of any covenant or
      agreement in such Mortgage is acceptable to the Purchaser;

    


    (xliii)        Credit
      Reporting.

    


    With
      respect to each Mortgage Loan, the Seller has furnished complete information
      on
      the related borrower credit files to Equifax, Experian and Trans Union Credit
      Information Seller, in accordance with the Fair Credit Reporting Act and its
      implementing regulations;

    


    (xliv)        Delivery
      of Custodial Mortgage Files.

    


    The
      Mortgage Loan Documents contained in the Custodial Mortgage File required to
      be
      delivered by the Seller have been delivered to the Custodian.  The
      Seller is in possession of a complete, true and accurate Retained Mortgage
      File,
      except for such documents where the originals of which have been sent for
      recordation;

    


    (xlv)         Single
      Premium Credit Life Insurance.

    


    No
      Mortgagor has been offered or required to purchase single premium credit
      insurance in connection with the origination of the Mortgage Loan;

    


    (xlvi)        Payment
      in Full.

    


    The
      Seller had no knowledge, at the time of origination of the Mortgage Loan, of
      any
      fact that should have led it to expect that such Mortgage Loan would not be
      paid
      in full when due;

    


    (xlvii)       MERS
      Mortgage Loans.

    


    With
      respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage
      Loan, the MIN appears on the Mortgage or related Assignment of Mortgage to
      MERS,
      the Mortgage or the related Assignment of Mortgage to MERS has been duly and
      properly recorded on MERS, and the transfer to the Purchaser has been properly
      reflected in the MERS System pursuant to the Purchaser’s registration
      instructions;

    


    (xlviii)      Leasehold
      Estates.

    


    With
      respect to each Mortgage Loan secured in whole or in part by the interest of
      the
      Mortgagor as a lessee under a ground lease of the related Mortgaged Property
      (a
“Ground Lease”) and not be a fee interest in such Mortgaged
      Property:

    


    (i)           The
      Mortgagor is the owner of a valid and subsisting interest as tenant under the
      Ground Lease;

    


    (ii)           The
      Ground Lease is in full force and effect, unmodified and not supplement by
      any
      writing;

    


    (iii)           The
      Mortgagor is not in default under any provision of the lease;

    


    (iv)           The
      lessor under the Ground Lease is not in default under any of the terms or
      provisions thereof on the part of the lessor to be observed or
      performed;

     

    (v)           The
      term of the Ground Lease exceeds the maturity date of the related Mortgage
      Loan
      by at least five (5) years;

     

    (vi)           The
      Mortgagee under the Mortgage Loan is given at least sixty (60) days’ notice of
      any default and an opportunity to cure any defaults under the Ground Lease
      or to
      take over the Mortgagor’s rights under the Ground Lease;

     

    (vii)           The
      Ground Lease does not contain any default provisions that could result in
      forfeiture or termination of the Ground Lease except for non-payment of the
      Ground Lease or a court order.

     

    (viii)                      The
      Ground Lease provides that the leasehold can be transferred, mortgaged and
      sublet an unlimited number of times either without restriction or on payment
      of
      a reasonable fee and delivery of reasonable documentation to the
      lessor;

     

    (ix)           The
      Ground Lease or a memorandum thereof has been recorded and by its terms permits
      the leasehold estate to be mortgaged; and

    


    (x)           The
      execution, delivery and performance of the Mortgage do not require consent
      (other than those consents which have been obtained and are in full force and
      effect) under, and will not contravene any provision of or cause a default
      under, the Ground Lease;

    


    (xlix)         Mixed-Use
      Property.

    


    No
      Mortgaged Property shall be used
      solely for commercial purposes. With respect to any Mortgaged Property that
      is a
      mixed-use property (i)
the
      Mortgaged Property is a
single family dwelling,
      (ii) any commercial use
      of the Mortgaged Property represents a
      legal, permissible use of the Mortgaged Property under federal, state and local
      laws and ordinances; (iii) the Mortgagor is both the owner and the operator
      of
      the business conducted on the Mortgaged Property; and (iv)
      income from the business use of the
Mortgaged Property
      was not taken into account in
      determining the Appraised Value of the Mortgaged Property.  The Mortgaged Property
      with
      respect to each mixed-use property is in material compliance with all applicable
      environmental laws pertaining to environmental hazards and neither the Company
      nor, to the Company’s knowledge, the related Mortgagor, has received any notice
      of any violation or potential violation of such law;

    
      	 	
              (xlx)         Prepayment
                Charge
                Enforceability.

            


    

    The
      Mortgage Loan Documents with respect
      to each Mortgage Loan subject to Prepayment Charge specifically authorizes
      such
      Prepayment Charge to be collected, such Prepayment Charge is permissible and
      enforceable in accordance with the terms of the related Mortgage Loan Documents
      and all federal, state and local laws applicable to the Mortgage Loans (except
      to the extent that the enforceability thereof may be limited by bankruptcy,
      insolvency, moratorium, receivership and other similar laws relating to
      creditors’ rights generally or the collectability thereof may be limited due to
      acceleration in connection with a foreclosure); and

    


    
      	 	
              (xlxi)        Prepayment
                Charge Amount and
                Duration.

            


    

    


    Each
      such Prepayment Charge is in an
      amount equal to the maximum amount permitted under applicable law and no
      Mortgage Loan originated on or after October 1, 2002
      provides for the payment of a
      Prepayment Penalty beyond the three-year term following the origination of
      the
      Mortgage Loan. No Mortgage Loan originated prior to such date provides
      for the payment of a Prepayment Penalty beyond the five-year term following
      the
      origination of the Mortgage Loan.

     

    (xlxii)       Valid
      Second Lien.

    


    With
      respect to any Second Lien Mortgage Loan, such Mortgage is a valid, subsisting
      and enforceable Second Lien on the Mortgaged Property, including all buildings
      on the Mortgaged Property and all installations and mechanical, electrical,
      plumbing, heating and air conditioning systems located in or annexed to such
      buildings, and all additions, alterations and replacements made at any time
      with
      respect to the foregoing.  The lien of such Mortgage is subject only
      to:

     

    
      	
              (i)         
                  

            	
              the
                lien of current real property taxes and assessments not yet due and
                payable;

            


    

     

    
      	
               

            	
              (ii)

            	
              First
                Lien Mortgage Loan acceptable in accordance with the Underwriting
                Guidelines;

            


    

     

    
      	
               

            	
              (iii)

            	
              covenants,
                conditions and restrictions, rights of way, easements and other matters
                of
                the public record as of the date of recording acceptable to mortgage
                lending institutions in accordance with Accepted Servicing Practices
                and
                (i) referred to or otherwise considered in the appraisal and (ii)
                which do
                not adversely affect the Appraised Value;
                and

            


    

     

    
      	
              (iv)       
                  

            	
              other
                matters to which like properties are commonly subject which do not
                materially interfere with the benefits of the security intended to
                be
                provided by the mortgage or the use, enjoyment, value or marketability
                of
                the related Mortgaged Property.

            


    

     

    Any
      security agreement, chattel mortgage or equivalent document related to and
      delivered in connection with such Mortgage Loan establishes and creates a valid,
      subsisting, and enforceable Second Lien and second lien security interest on
      the
      property described therein and the Company has full right to sell and assign
      the
      same to the Purchaser.  With respect to each Second Lien Mortgage
      Loan: (a) the First Lien is in full force and effect, (b) there is no default,
      breach, violation or event of acceleration existing under such First Lien
      Mortgage or the related Mortgage Note, (c) either no consent for the Second
      Lien
      Mortgage Loan is required by the holder of the First Lien or such consent has
      been obtained and is contained in the Mortgage Loan Documents, (d) no event
      which, with the passage of time or with notice and the expiration of any grace
      or cure period, would constitute a default, breach, violation or event or
      acceleration under the related First Lien Mortgage Loan and (e) either (A)
      the
      First Lien Mortgage Loan allows or (B) applicable law requires, the mortgagee
      under the Second Lien Mortgage Loan to receive notice of, and affords such
      mortgagee an opportunity to cure any default by payment in full or otherwise
      under the First Lien Mortgage Loan;  

     

     

    (xlxiii)      Manufactured
      Housing.

    


    No
      Mortgage Loan is secured by
      manufactured housing;

     

    (xlxiv)      New
      Jersey Purchase Money Second Lien Mortgage Loans.

     

    With
      respect to any purchase money Second Lien Mortgage Loans subject to the New
      Jersey Home Ownership Security Act of 2002 (P.L. 2003, c.46:10B-27), one hundred
      percent of the amount financed was used for the purchase of the related
      Mortgaged Property.

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE

     

    TO:           [applicable
      Custodian]

    


    
      	 	
              Re:

            	
              
                Pooling
                  and Servicing Agreement dated as of March 1, 2007, among Citigroup
                  Mortgage Loan Trust Inc., as depositor, CitiMortgage, Inc. as master
                  servicer and trust administrator, Citibank, N.A. as paying agent,
                  certificate registrar and authenticating agent and U.S. Bank National
                  Association as Trustee

              

            


    

    


    In
      connection with the administration of the Mortgage Loans held by you as
      Custodian for the Owner pursuant to the above-captioned Pooling and Servicing
      Agreement and the applicable Custodian Agreement, we request the release, and
      hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage
      Loan
      described below, for the reason indicated.

     

    Mortgage
      Loan Number:

    Mortgagor
      Name, Address & Zip Code:

     

    Reason
      for Requesting Documents (check one):

     

    
      	
              ______________

            	
              1.

            	
              Mortgage
                Paid in Full

            


    

     

    
      	
              ______________

            	
              2.

            	
              Foreclosure

            


    

     

    
      	
              ______________

            	
              3.

            	
              Substitution

            


    

     

    
      	
              ______________

            	
              4.

            	
              Other
                Liquidation (Repurchases, etc.)

            


    

     

    
      	
              ______________

            	
              5.

            	
              Nonliquidation

            


    

     

    Reason:______________________________________________

     

    Address
      to which Trustee should

    Deliver
      the Custodian's Mortgage File:

     

    [____________]

    [____________]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              By:           ______________________________

                                        (authorized
                signer)

               

            
	 	 
	
              Issuer:______________________________

            	 
	 	 
	
              Address:

            	
              _____________________________________

            
	 	 
	
              Date:
                _________________________________

               

              Custodian

            	
              _____________________________________

            
	 	 
	 	 


    

     

    Please
      acknowledge the execution of the above request by your signature and date
      below:

     

    
      	
              _____________________________________

              Signature

            	
              Date

            
	 	 
	
              Documents
                returned to Custodian:

            	 
	 	 
	
              ____________________________________

              Trustee

            	
              Date

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F-1

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

    Citigroup,
      N.A.

    388
      Greenwich St

    New
      York,
      NY 10013

    ATTENTION:
      CMLTI, SERIES 2007-AR5

     

    
      	 	
              Re:

            	
              
                Citigroup
                  Mortgage Loan Trust Inc.,  Mortgage Pass-Through Certificates,
                  Series 2007-AR5, 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, CitiMortgage, Inc. as trust
      administrator and master servicer, CitiBank, N.A. as paying agent, certificate
      registrar and authenticating agent and U.S. Bank National Association as Trustee
      (the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing
      Agreement the Certificates were issued.


    Capitalized
      terms used but not defined herein shall have the meanings assigned thereto
      in
      the Pooling and Servicing Agreement.

     

    
      	 	
              Very
                truly yours,

               

               

              [Transferor]

               

               

              By:_____________________________________

              Name:

              Title:

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

     

    Citigroup,
      N.A.

    388
      Greenwich St

    New
      York,
      NY 10013

    ATTENTION:
      CMLTI, SERIES 2007-AR5

     

    
      	 	
              Re:

            	
              
                Citigroup
                  Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                  2007-AR5, Class ___, representing a ___% Percentage
                  Interest

              

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________ (the “Transferor”) on
      the date hereof of the captioned trust certificates (the “Certificates”),
      _______________ (the “Transferee”) hereby certifies as follows:

     

    1.           The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
      completed either of the forms of certification to that effect attached hereto
      as
      Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made
      in
      reliance on Rule 144A. The Transferee is acquiring the Certificates for its
      own
      account or for the account of a qualified institutional buyer, and understands
      that such Certificate may be resold, pledged or transferred only (i) to a person
      reasonably believed to be a qualified institutional buyer that purchases for
      its
      own account or for the account of a qualified institutional buyer to whom notice
      is given that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the 1933
      Act.

     

    2.           The
      Transferee has been furnished with all information regarding (a) the
      Certificates and distributions thereon, (b) the nature, performance and
      servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
      referred to below, and (d) any credit enhancement mechanism associated with
      the
      Certificates, that it has requested.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement, dated as
      of
      March 1, 2007, among Citigroup Mortgage Loan Trust Inc. as depositor,
      CitiMortgage, Inc. as master servicer and trust administrator, Citibank, N.A.
      as
      paying agent, certificate registrar and authenticating agent and U.S. Bank
      National Association as Trustee, pursuant to which the Certificates were
      issued.

     

    
      	 	
              [TRANSFEREE]

               

               

              By:           ______________________________

              Name:

              Title:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT F

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with respect to
      the mortgage pass-through certificates (the “Certificates”) described in the
      Transferee Certificate to which this certification relates and to which this
      certification is an Annex:

     

    
      	 	
              1.

            	
              As
                indicated below, the undersigned is the President, Chief Financial
                Officer, Senior Vice President or other executive officer of the
                entity
                purchasing the Certificates (the “Transferee”).

            
	 	 	 
	 	
              2.

            	
              In
                connection with purchases by the Transferee, the Transferee is a
                “qualified institutional buyer” as that term is defined in Rule 144A under
                the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned
                and/or invested on a discretionary basis $______________________1 in securities (except
                for the excluded
                securities referred to below) as of the end of the Transferee's most
                recent fiscal year (such amount being calculated in accordance with
                Rule
                144A) and (ii) the Transferee satisfies the criteria in the category
                marked below.

            
	 	 	 
	 	
              ___

            	
              CORPORATION,
                ETC. The Transferee is a corporation (other than a bank, savings
                and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or any organization described in Section 501(c)(3)
                of
                the Internal Revenue Code of 1986.

            
	 	 	 
	 	
              ___

            	
              BANK.
                The Transferee (a) is a national bank or banking institution organized
                under the laws of any State, territory or the District of Columbia,
                the
                business of which is substantially confined to banking and is supervised
                by the State or territorial banking commission or similar official
                or is a
                foreign bank or equivalent institution, and (b) has an audited net
                worth
                of at least $25,000,000 as demonstrated in its latest annual financial
                statements, a copy of which is attached hereto.

            
	 	 	 
	 	
              ___

            	
              SAVINGS
                AND LOAN. The Transferee (a) is a savings and loan association, building
                and loan association, cooperative bank, homestead association or
                similar
                institution, which is supervised and examined by a State or Federal
                authority having supervision over any such institutions or is a foreign
                savings and loan association or equivalent institution and (b) has
                an
                audited net worth of at least

            
	 	 	 


    

    

      

    

    _______________ 
      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.

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              ___

            	
              BROKER-DEALER.
                The Transferee is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934.

            
	 	 	 
	 	
              ___

            	
              INSURANCE
                COMPANY. The Transferee is an insurance company whose primary and
                predominant business activity is the writing of insurance or the
                reinsuring of risks underwritten by insurance companies and which
                is
                subject to supervision by the insurance commissioner or a similar
                official
                or agency of a State, territory or the District of
                Columbia.

            
	 	 	 
	 	
              ___

            	
              STATE
                OR LOCAL PLAN. The Transferee is a plan established and maintained
                by a
                State, its political subdivisions, or any agency or instrumentality
                of the
                State or its political subdivisions, for the benefit of its
                employees.

            
	 	 	 
	 	
              __

            	
              ERISA
                PLAN. The Transferee is an employee benefit plan within the meaning
                of
                Title I of the Employee Retirement Income Security Act of
                1974.

            
	 	 	 
	 	
              ___

            	
              INVESTMENT
                ADVISOR. The Transferee is an investment advisor registered under
                the
                Investment Advisers Act of 1940.

            
	 	 	 
	 	
              3.

            	
              The
                term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of
                issuers that are affiliated with the Transferee, (ii) securities
                that are
                part of an unsold allotment to or subscription by the Transferee,
                if the
                Transferee is a dealer, (iii) securities issued or guaranteed by
                the U.S.
                or any instrumentality thereof, (iv) bank deposit notes and certificates
                of deposit, (v) loan participations, (vi) repurchase agreements,
                (vii)
                securities owned but subject to a repurchase agreement and (viii)
                currency, interest rate and commodity swaps.

            
	 	 	 
	 	
              4.

            	
              For
                purposes of determining the aggregate amount of securities owned
                and/or
                invested on a discretionary basis by the Transferee, the Transferee
                used
                the cost of such securities to the Transferee and did not include
                any of
                the securities referred to in the preceding paragraph. Further, in
                determining such aggregate amount, the Transferee may have included
                securities owned by subsidiaries of the Transferee, but only if such
                subsidiaries are consolidated with the Transferee in its financial
                statements prepared in accordance with generally accepted accounting
                principles and if the investments of such subsidiaries are managed
                under
                the Transferee's direction. However, such securities were not included
                if
                the Transferee is a majority-owned, consolidated subsidiary of another
                enterprise and the Transferee is not itself a reporting company under
                the
                Securities Exchange Act of 1934.

            
	 	 	 
	 	
              5.

            	
              The
                Transferee acknowledges that it is familiar with Rule 144A and understands
                that the Transferor and other parties related to the Certificates
                are
                relying and will continue to rely on the statements made herein because
                one or more sales to the Transferee may be in reliance on Rule
                144A.

            


    

    


    
      	
              ___

              Yes

               

            	
              ___

              No

               

            	
              Will
                the Transferee be purchasing the Certificates only for the Transferee's
                own account?

               

            


    

    


    
      	 	
              6.

            	
              If
                the answer to the foregoing question is “no”, the Transferee agrees that,
                in connection with any purchase of securities sold to the Transferee
                for
                the account of a third party (including any separate account) in
                reliance
                on Rule 144A, the Transferee will only purchase for the account of
                a third
                party that at the time is a “qualified institutional buyer” within the
                meaning of Rule 144A. In addition, the Transferee agrees that the
                Transferee will not purchase securities for a third party unless
                the
                Transferee has obtained a current representation letter from such
                third
                party or taken other appropriate steps contemplated by Rule 144A
                to
                conclude that such third party independently meets the definition
                of
                “qualified institutional buyer” set forth in Rule 144A.

            
	 	 	 
	 	
              7.

            	
              The
                Transferee will notify each of the parties to which this certification
                is
                made of any changes in the information and conclusions herein. Until
                such
                notice is given, the Transferee's purchase of the Certificates will
                constitute a reaffirmation of this certification as of the date of
                such
                purchase. In addition, if the Transferee is a bank or savings and
                loan as
                provided above, the Transferee agrees that it will furnish to such
                parties
                updated annual financial statements promptly after they become
                available.

            
	 	 	 


    

    


    Dated:

     

    
      	 	
              ___________________________________

              Print
                Name of Transferee

               

              By:           _______________________________

              Name:

              Title:

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT F

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with respect to
      the mortgage pass- through certificates (the “Certificates”) described in the
      Transferee Certificate to which this certification relates and to which this
      certification is an Annex:

     

    1.  As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
      term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
      because the Transferee is part of a Family of Investment Companies (as defined
      below), is such an officer of the investment adviser (the
“Adviser”).

     

    2.  In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as defined in Rule 144A because (i) the Transferee is an
      investment company registered under the Investment Company Act of 1940, and
      (ii)
      as marked below, the Transferee alone, or the Transferee's Family of Investment
      Companies, owned at least $100,000,000 in securities (other than the excluded
      securities referred to below) as of the end of the Transferee's most recent
      fiscal year. For purposes of determining the amount of securities owned by
      the
      Transferee or the Transferee's Family of Investment Companies, the cost of
      such
      securities was used.

     

    ____
      The
      Transferee owned $___________________ in securities (other than the excluded
      securities referred to below) as of the end of the Transferee's most recent
      fiscal year (such amount being calculated in accordance with Rule
      144A).

     

    ____
      The
      Transferee is part of a Family of Investment Companies which owned in the
      aggregate $______________ in securities (other than the excluded securities
      referred to below) as of the end of the Transferee's most recent fiscal year
      (such amount being calculated in accordance with Rule 144A).

     

    3.  The
      term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
      investment companies (or series thereof) that have the same investment adviser
      or investment advisers that are affiliated (by virtue of being majority owned
      subsidiaries of the same parent or because one investment adviser is a majority
      owned subsidiary of the other).

     

    4.  The
      term
“SECURITIES” as used herein does not include (i) securities of issuers that are
      affiliated with the Transferee or are part of the Transferee's Family of
      Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements, (vi) securities owned
      but
      subject to a repurchase agreement and (vii) currency, interest rate and
      commodity swaps.

     

    5.  The
      Transferee is familiar with Rule 144A and understands that the parties to which
      this certification is being made are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee will be
      in
      reliance on Rule 144A. In addition, the Transferee will only purchase for the
      Transferee's own account.

     

    6.  The
      undersigned will notify the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice, the
      Transferee's purchase of the Certificates will constitute a reaffirmation of
      this certification by the undersigned as of the date of such
      purchase.

     

    
      	 	
              Dated:

               

              ___________________________________

              Print
                Name of Transferee or Advisor

               

              By:________________________________

              Name:

              Title:

               

               

               

              IF
                AN ADVISER:

               

              ___________________________________

              Print
                Name of Transferee

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    FORM
      OF TRANSFEREE REPRESENTATION LETTER

     

    The
      undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:

     

    1.  I
      am an
      executive officer of the Purchaser.

     

    
      	
              2.  

            	
              The
                Purchaser is a “qualified institutional buyer”, as defined in Rule 144A,
                (“Rule 144A”) under the Securities Act of 1933, as
                amended.

            


    

     

    
      	
              3.  

            	
              As
                of the date specified below (which is not earlier than the last day
                of the
                Purchaser's most recent fiscal year), the amount of “securities”, computed
                for purposes of Rule 144A, owned and invested on a discretionary
                basis by
                the Purchaser was in excess of
                $100,000,000.

            


    

     

    
      	 	
              Name
                of Purchaser

               

              ___________________________________

               

              By:           _____________________________

              Name:

              Title:

               

              Date
                of this certificate:

              Date
                of information provided in paragraph
                3

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      F-2

     

    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”), CitiMortgage, Inc., as master servicer and trust
      administrator (the “Master Servicer”), Citibank, N.A., as paying agent,
      certificate registrar and authenticating agent (the “Paying Agent”) and U.S.
      Bank National Association, as trustee (the
“Trustee”).  Capitalized terms used, but not defined herein or
      in Exhibit 1 hereto, shall have the meanings ascribed to such terms in the
      Agreement.  The Transferee has authorized the undersigned to make this
      affidavit on behalf of the Transferee for the benefit of the Depositor and
      the
      Trustee.

     

    2.  The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee.  The Transferee is acquiring its
      Ownership Interest in the Certificate for its own account.  The
      Transferee has no knowledge that any such affidavit is false.

     

    3.  The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are not Permitted
      Transferees; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is not a Permitted Transferee, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
      such Person does not have actual knowledge that the affidavit is
      false.

     

    4.  The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity.  The Transferee
      understands that such tax will not be imposed for any period with respect to
      which the record holder furnishes to the pass-through entity an affidavit that
      such record holder is a Permitted Transferee and the pass-through entity does
      not have actual knowledge that such affidavit is false.  (For this
      purpose, a “pass-through entity” includes a regulated investment company, a real
      estate investment trust or common trust fund, a partnership, trust or estate,
      and certain cooperatives and, except as may be provided in Treasury Regulations,
      persons holding interests in pass-through entities as a nominee for another
      Person.)

     

    5.  The
      Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
      and understands the legal consequences of the acquisition of an Ownership
      Interest in the Certificate including, without limitation, the restrictions
      on
      subsequent Transfers and the provisions regarding voiding the Transfer and
      mandatory sales.  The Transferee expressly agrees to be bound by and
      to abide by the provisions of Section 5.02(d) of the Agreement and the
      restrictions noted on the face of the Certificate.  The Transferee
      understands and agrees that any breach of any of the representations included
      herein shall render the Transfer to the Transferee contemplated hereby null
      and
      void.

     

    6.  The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee.  In connection
      with any such Transfer by the Transferee, the Transferee agrees to deliver
      to
      the Trustee a certificate substantially in the form set forth as Exhibit L
      to the Agreement (a “Transferor Certificate”) to the effect that such
      Transferee has no actual knowledge that the Person to which the Transfer is
      to
      be made is not a Permitted Transferee.

     

    7.  The
      Transferee has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes payable
      with respect to the Certificate may exceed the cash flow with respect thereto
      in
      some or all periods and intends to pay such taxes as they become
      due.  The Transferee does not have the intention to impede the
      assessment or collection of any tax legally required to be paid with respect
      to
      the Certificate.

     

    8.  The
      Transferee’s taxpayer identification number is ___________.

     

    9.  The
      Transferee is a U.S. Person as defined in Code
      Section 7701(a)(30).

     

    10.  The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11.  The
      Transferee will not cause income from the Certificate to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Transferee or any other U.S.
      person.

     

    12.  Check
      one
      of the following:

    [  
      ]  The present value of the anticipated tax liabilities associated
      with holding the Certificate, as applicable, does not exceed the sum
      of:

     

    
      	 	
              (i)

               

            	
              the
                present value of any consideration given to the Transferee to acquire
                such
                Certificate;

               

            
	 	
              (ii)

               

            	
              the
                present value of the expected future distributions on such Certificate;
                and

               

            
	 	
              (iii)

               

            	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificate as the related REMIC generates losses.

               

            


    

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at the
      highest rate currently specified in Section 11(b) of the Code (but the tax
      rate
      in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in Section 11(b) of the Code if the Transferee has been subject to
      the
      alternative minimum tax under Section 55 of the Code in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate) and (ii) present values are computed using a
      discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
      of the Code for the month of the transfer and the compounding period used by
      the
      Transferee.

     

    [  
      ]  The transfer of the Certificate complies with U.S. Treasury
      Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

     

    
      	 	
              (i)

               

            	
              the
                Transferee is an “eligible corporation,” as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), as to which income from the
                Certificate will only be taxed in the United States;

               

            
	 	
              (ii)

               

            	
              at
                the time of the transfer, and at the close of the Transferee’s two fiscal
                years preceding the year of the transfer, the Transferee had gross
                assets
                for financial reporting purposes (excluding any obligation of a person
                related to the Transferee within the meaning of U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                in
                excess of $10 million;

               

            
	 	
              (iii)

               

            	
              the
                Transferee will transfer the Certificate only to another “eligible
                corporation,” as defined in U.S. Treasury Regulations Section
                1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                of
                Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                of
                the U.S. Treasury Regulations; and

               

            
	 	
              (iv)

               

            	
              the
                Transferee determined the consideration paid to it to acquire the
                Certificate based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Transferee) that it has determined in good
                faith.

               

            


    

    [  
      ]  None of the above.

     

     

    13.  The
      Transferee is not an employee benefit plan that is subject to Title I of ERISA
      or a plan that is subject to Section 4975 of the Code or a plan subject to
      any Federal, state or local law that is substantially similar to Title I of
      ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
      of
      or investing plan assets of such a plan.


     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
           day of
                  ,
      20  .

    


     

    
      	 	
              [NAME
                OF TRANSFEREE]

               

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
              By:

               

            	 
	 	
              Name:

               

            	 
	 	
              Title:

               

            	 
	 	 	 


    

    


    
      	
              [Corporate
                Seal]

               

               

            
	
              ATTEST:

               

            
	 
	 
	
              [Assistant]
                Secretary

               

            


    

    Personally
      appeared before me the above-named __________, known or proved to me to be
      the
      same person who executed the foregoing instrument and to be the ___________
      of
      the Transferee, and acknowledged that he executed the same as his free act
      and
      deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this      day of
         ,
      20  .

     

    


     

    
      	 	 
	 	
              NOTARY
                PUBLIC

               

            
	 	
              My
                Commission expires the __ day

              of
                _________, 20__

               

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    __________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1.  I
      am a
      ____________________ of ____________________________ (the “Owner”), a
      corporation duly organized and existing under the laws of ______________, on
      behalf of whom I make this affidavit.

     

    2.  The
      Owner
      is not transferring the Class R Certificates (the “Residual Certificates”) to
      impede the assessment or collection of any tax.

     

    3.  The
      Owner
      has no actual knowledge that the Person that is the proposed transferee (the
      “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
      any taxes owed by such proposed transferee as holder of the Residual
      Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
      for so long as the Residual Certificates remain outstanding and (iii) is not
      a
      Permitted Transferee.

     

    4.  The
      Owner
      understands that the Purchaser has delivered to the Trustee a transfer affidavit
      and agreement in the form attached to the Pooling and Servicing Agreement as
      Exhibit F-2.  The Owner does not know or believe that any
      representation contained therein is false.

     

    5.  At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
      has
      determined that the Purchaser has historically paid its debts as they became
      due
      and has found no significant evidence to indicate that the Purchaser will not
      continue to pay its debts as they become due in the future. The Owner
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Owner may continue to be liable
      for
      United States income taxes associated therewith) unless the Owner has conducted
      such an investigation.

     

    6.  Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement.

     


    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of ___________,
      20__.

     

    
      	 	 	 	 	 	 	 	
              [OWNER]

            
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:                      [Vice]
                President

            


    

    


    


    ATTEST:

     

    By:______________________________

    Name:

    Title:                      [Assistant]
      Secretary

     

    


    Personally
      appeared before me the above-named , known or proved to me to be the same person
      who executed the foregoing instrument and to be a [Vice] President of the Owner,
      and acknowledged to me that [he/she] executed the same as [his/her] free act
      and
      deed and the free act and deed of the Owner.

     

    Subscribed
      and sworn before me this ____ day of __________, 20___.

     

    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of __________________

            
	 	 
	 	
              State
                of ___________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

     

    FORM
      OF
      CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

     

    [Date]

     

    Citigroup,
      N.A.

    388
      Greenwich St

    New
      York,
      NY 10013

    Attention:
      CMLTI, Series 2007-AR5

     

    
      	 	
              Re:

            	
              
                Citigroup
                  Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                  2007-AR5, Class ___

              

            


    

    


    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
      Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2007-AR5,
      Class [B4] [B5] [B6] [R] (the “Certificates”), issued pursuant to a Pooling and
      Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of March 1,
      2007, among Citigroup Mortgage Loan Trust Inc. as depositor (the “Depositor”),
      CitiMortgage, Inc. as master servicer (the “Master Servicer”) and trust
      administrator, Citibank N.A., as paying agent, certificate registrar and
      authenticating agent and U.S. Bank National Association as trustee (the
“Trustee”). Capitalized terms used herein and not otherwise defined shall have
      the meanings assigned thereto in the Pooling and Servicing Agreement. The
      Transferee hereby certifies, represents and warrants to, and covenants with
      the
      Depositor, the Trustee and the Master Servicer that:

     

    The
      Certificates (i) are not being acquired by, and will not be transferred to,
      any
      employee benefit plan within the meaning of section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or other
      retirement arrangement, including individual retirement accounts and annuities,
      Keogh plans and bank collective investment funds and insurance company general
      or separate accounts in which such plans, accounts or arrangements are invested,
      that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
      Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
      acquired with “plan assets” of a Plan within the meaning of the Department of
      Labor (“DOL”) regulation, 29 C.F.R.§2510.3-101, and (iii) will not be
      transferred to any entity that is deemed to be investing in plan assets of
      a
      Plan within the meaning of the DOL regulation at 29 C.F.R.
§2510.3-101.


    


    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

               

               

              ______________________________________

            
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    FORM
      OF
      MASTER SERVICER CERTIFICATION

     

    
      	 	
              Re:

            	
              
                Citigroup
                  Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
                  2007-AR5

              

            


    

    


    I,
      [identify the certifying individual], acting of [CitiMortgage, Inc.
      (“CitiMortgage”)], certify to Citigroup Mortgage Loan Trust, Inc. (the
“Depositor”), the Trust Administrator and their respective officers, directors
      and affiliates, and with the knowledge and intent that they will rely upon
      this
      certification, that:

     

    1.           I
      have reviewed the information provided to the Trust Administrator by the Master
      Servicer pursuant to the Servicing Agreement and included in the annual report
      on Form 10-K for the fiscal year [___], and all reports on Form 10-D required
      to
      be filed in respect of the period covered by such Form 10-K of the Depositor
      relating to the above-referenced trust (the “Exchange Act periodic reports”)
      (the “Servicing Information”);

     

    2.           Based
      on my knowledge, the Servicing Information in the Exchange Act periodic reports,
      taken as a whole, does not contain any untrue statement of a material fact
      or
      omit to state a material fact necessary to make the statements made, in light
      of
      the circumstances under which such statements were made, not misleading as
      of
      the last day of the period covered by that annual report;

     

    3.           Based
      on my knowledge, the Servicing Information required to be provided to the Trust
      Administrator by the Master Servicer has been provided as required under the
      Pooling and Servicing Agreement;

     

    4.           I
      am responsible for reviewing the activities performed by the Master Servicer
      under the Pooling and Servicing Agreement and based upon the review required
      under the Pooling and Servicing Agreement, and except as disclosed to the
      Depositor and the Trust Administrator, the Master Servicer has fulfilled in
      all
      material respects its obligations under the Pooling and Servicing Agreement;
      and

     

    5.           I
      have disclosed to the Master Servicer’s certified public accountants and the
      Depositor all significant deficiencies relating to the Master Servicer’s
      compliance with the Servicing Criteria as set forth in the Pooling and Servicing
      Agreement.


    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement, dated March 1, 2007 (the “Pooling and Servicing
      Agreement”), among the Depositor as depositor, CitiMortgage, Inc. as master
      servicer and trust administrator, Citibank, N.A. as paying agent, certificate
      registrar and authenticating agent and U.S. Bank National Association as
      trustee.

     

    
      	 	 	 	 	 	 	 	
              [CITIMORTGAGE,
                INC.]

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

               

            	 
	 	 	 	 	 	 	 	
              Name:

               

            	 
	 	 	 	 	 	 	 	
              Title:

               

            	 
	 	 	 	 	 	 	 	
              Date:

               

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    FORM
      BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE TO BE PROVIDED TO
      DEPOSITOR

     

    
      	 	
              Re:

            	
              
                Pooling
                  and Servicing Agreement dated as of March 1, 2007 (the “Agreement”), among
                  Citigroup Mortgage Loan Trust Inc., as depositor, CitiMortgage,
                  Inc. as
                  master servicer and trust administrator, Citibank, N.A. as paying
                  agent,
                  certificate registrar and authenticating agent and U.S. Bank National
                  Association as Trustee

              

            


    

     

    I,
      ________________________________, the _______________________ of [Trust
      Administrator], certify to [the Depositor] and the [Master Servicer] [Trustee],
      and their officers, with the knowledge and intent that they will rely upon
      this
      certification, that:

     

    (1)           I
      have reviewed the Master Servicer compliance statement of the Company provided
      in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Company’s compliance with the servicing criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
      as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation Report”), and all
      servicing reports, officer’s certificates and other information relating to the
      servicing of the Mortgage Loans by the Company during 200[ ] that were delivered
      by the Company to the Depositor and the Trust Administrator pursuant to the
      Agreement (collectively, the “Company Servicing Information”);

     

    (2)           Based
      on my knowledge, the Company Servicing Information, taken as a whole, does
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period of time
      covered by the Company Servicing Information;

     

    (3)           Based
      on my knowledge, all of the Company Servicing Information required to be
      provided by the Company under the Agreement has been provided to the Depositor
      and the Trust Administrator;

     

    (4)           I
      am responsible for reviewing the activities performed by the Company as Master
      Servicer under the Agreement, and based on my knowledge and the compliance
      review conducted in preparing the Compliance Statement and except as disclosed
      in the Compliance Statement, the Servicing Assessment or the Attestation Report,
      the Company has fulfilled its obligations under the Agreement in all material
      respects; and

     

    (5)           The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any subservicer or subcontractor pursuant to
      the
      Agreement, have been provided to the Depositor and the Trust
      Administrator.  Any material instances of noncompliance described in
      such reports have been disclosed to the Depositor and the Trust
      Administrator.  Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.

     

    Date:                      _________________________

    


     

    By:

     

    Name:                      ________________________________

     

    Title:                      ________________________________

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

     

    MORTGAGE
      LOAN SCHEDULE

     

    As
      filed
      4/2/07