CITIGROUP MORTGAGE LOAN TRUST INC. Depositor CITIMORTGAGE, INC. Master Servicer and Trust Administrator CITIBANK, N.A. Paying Agent, Certificate Registrar and Authenticating Agent and Trustee POOLING AND SERVICING AGREEMENT Dated as of February 1,...

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 February 1, 2007

_________________________________________

Mortgage Pass-Through Certificates

Series 2007-AR4

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.
SECTION 6.06	Reserved.
SECTION 6.07	Reserved.
SECTION 6.08	Reserved.

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-A1B Certificate
Exhibit A-3	Form of Class 1-IO Certificates
Exhibit A-4	Form of Class 1-B1 Certificate
Exhibit A-5	Form of Class 1-B2 Certificate
Exhibit A-6	Form of Class 1-B3 Certificate
Exhibit A-7	Form of Class 1-B4 Certificate
Exhibit A-8	Form of Class 1-B5 Certificate
Exhibit A-9	Form of Class 1-B6 Certificate
Exhibit A-10	Form of Class 1-R Certificate
Exhibit A-11	Form of Class 2-A1A Certificate
Exhibit A-12	Form of Class 2-A1B Certificate
Exhibit A-13	Form of Class 2-A2A Certificate
Exhibit A-14	Form of Class 2-A2B Certificate
Exhibit A-15	Form of Class 2-A3A Certificate
Exhibit A-16	Form of Class 2-A3B Certificate
Exhibit A-17	Form of Class 2-B1 Certificate
Exhibit A-18	Form of Class 2-B2 Certificate
Exhibit A-19	Form of Class 2-B3 Certificate
Exhibit A-20	Form of Class 2-B4 Certificate
Exhibit A-21	Form of Class 2-B5 Certificate
Exhibit A-22	Form of Class 2-B6 Certificate
Exhibit A-23	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 February 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	Initial Uncertificated Balance		Latest Possible Maturity Date
LT1-A1A	(2)	$	828,525,000.00	March 2037
LT1-A1B	(2)	$	32,142,000.00	March 2037
LT1-B1	(2)	$	17,857,000.00	March 2037
L1-B2	(2)	$	5,357,000.00	March 2037
LT1-B3	(2)	$	3,571,000.00	March 2037
LT1-B4	(2)	$	1,785,000.00	March 2037
LT1-B5	(2)	$	1,786,000.00	March 2037
LT1-B6	(2)	$	1,785,613.00	March 2037
LT-R	(2)	$	100.56	March 2037

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the month of 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 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-B”. The Class RI-B 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 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 that evidence “regular interests” or “residual interests” in REMIC I-B.

Designation

Pass-Through

Rate

Initial Aggregate

Certificate Principal Balance

Latest Possible

Maturity Date⁽¹⁾

Class 1-A1A	Variable (2)	$	828,525,000.00	March 2037
Class 1-A1B	Variable (3)	$	32,142,000.00	March 2037
Class 1-IO	Variable (3)	$	⁽³⁾	March 2037
Class 1-B1	Variable (2)	$	17,857,000.00	March 2037
Class 1-B2	Variable (2)	$	5,357,000.00	March 2037
Class 1-B3	Variable (2)	$	3,571,000.00	March 2037
Class I-B4	Variable (2)	$	1,785,000.00	March 2037
Class I-B5	Variable (2)	$	1,786,000.00	March 2037
Class I-B6	Variable (2)	$	1,785,613.00	March 2037
Class 1-R	Variable (2)	$	100.56	March 2037

(1)

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

(3)	This Class of Certificates is an Interest Only Certificate and will not have a Certificate Principal Balance. This Certificate will accrue interest on the Notional Amount thereof. The Notional Amount of this Class of Certificates will be calculated for each Distribution Date 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	Initial Uncertificated Balance		Latest Possible Maturity Date⁽¹⁾
LT-1A	(2)		$ 9,858.66	March 2037
LT-1B	(2)		$ 246,539.66	March 2037
LT-2A	(2)		$ 68,749.89	March 2037
LT-2B	(2)		$ 1,718,639.89	March 2037
LT-3A	(2)		$ 36,869.88	March 2037
LT-3B	(2)		$ 921,819.88	March 2037
LT-ZZ	(2)		$ 285,697,466.29	March 2037

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the month of 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 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 that evidence “regular interests” or “residual interests” in REMIC II-B.

Designation	Pass-Through Rate(2)	Initial Aggregate Certificate Principal Balance		Latest Possible Maturity Date(1)
Class 2-A1A	Variable		$ 22,672,000.00	March 2037
Class 2-A1B	Variable		$ 996,000.00	March 2037
Class 2-A2A	Variable		$ 158,114,000.00	March 2037
Class 2-A2B	Variable		$ 6,875,000.00	March 2037
Class 2-A3A	Variable		$ 84,808,000.00	March 2037
Class 2-A3B	Variable		$ 3,687,000.00	March 2037
Class 2-B1	Variable		$ 6,929,000.00	March 2037
Class 2-B2	Variable		$ 1,732,000.00	March 2037
Class 2-B3	Variable		$ 1,155,000.00	March 2037
Class 2-B4	Variable		$ 577,000.00	March 2037
Class 2-B5	Variable		$ 577,000.00	March 2037
Class 2-B6	Variable		$ 577,844.00	March 2037
Class 2-R	Variable		$ 100.17	March 2037

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

As of the Cut-off Date, the Group 1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $892,808,713.56. As of the Cut-off Date, the Group 2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $288,699,944.17. As of the Cut-off Date, the Group 2-1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $24,653,966.44. As of the Cut-off Date, the Group 2-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $ 171,863,989.31. As of the Cut-off Date, the Group 2-3 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $ 92,181,988.42.

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”: The Aggregate Senior Percentage for the Group 2 Senior Certificates initially will equal approximately 96.00%. The Aggregate Senior Percentage for the Group 2 Senior Certificates will be adjusted for each distribution date after the first distribution date to be the percentage equal to the aggregate Certificate Principal Balance of the Group 2 Class A Certificates immediately prior to such distribution date divided by the aggregate of the Scheduled Principal Balance of all of the mortgage loans in Collateral Pool 2 immediately prior to such distribution date; provided, that the Aggregate Senior Percentage for the Group 2 Senior Certificates will not exceed 100%.

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

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

“Available Distribution Amount”: With respect to Collateral Pool 1 and a Distribution Date, the 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.

“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) $239,414.85 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) $100,000.00 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-AR4, 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.

“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 Subordinate Certificate of the Class of Subordinate 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.

“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.

“CitiMortgage”: CitiMortgage, Inc., or its successor in interest.

“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-B for purposes of the REMIC Provisions.

“Class 1-A1B Certificate”: Any one of the Class 1-A1B 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-B for purposes of the REMIC Provisions.

“Class A Principal Adjustment Amount”: With respect to Collateral Pool 2, as to any Distribution Date on which the Certificate Principal Balance of all of the Class A Certificates related to a Loan Group have been reduced to zero, 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, with respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Group 2 Subordinate Certificates has been reduced to zero, any remaining scheduled payments of principal in respect of the Mortgage Loans in the related Loan Group).

“Class 1-IO Certificate”: Any one of the Class 1-IO 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 a Regular Interest in REMIC I-B 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-4 and evidencing a Regular Interest in REMIC I-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 1 Subordinate 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-5 and evidencing a Regular Interest in REMIC I-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 1 Subordinate 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-6 and evidencing a Regular Interest in REMIC I-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 1 Subordinate 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-7 and evidencing a Regular Interest in REMIC I-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 1 Subordinate 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-8 and evidencing a Regular Interest in REMIC I-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 1 Subordinate 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-9 and evidencing a Regular Interest in REMIC I-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 1 Subordinate 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-10 and evidencing the ownership of the Class R-IA Residual Interest and the Class R-IB 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-11 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class 2-A1B Certificate”: Any one of the Class 2-A1B 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 II-B 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-13 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class 2-A2B Certificate”: Any one of the Class 2-A2B 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 a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class 2-A3A Certificate”: Any one of the Class 2-A3A 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-B for purposes of the REMIC Provisions.

“Class 2-A3B Certificate”: Any one of the Class 2-A3B 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-B 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-17 and evidencing a Regular Interest in REMIC II-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 2 Subordinate 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-18 and evidencing a Regular Interest in REMIC II-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 2 Subordinate 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-19 and evidencing a Regular Interest in REMIC II-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 2 Subordinate 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-20 and evidencing a Regular Interest in REMIC II-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 2 Subordinate 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-21 and evidencing a Regular Interest in REMIC II-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 2 Subordinate 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-22 and evidencing a Regular Interest in REMIC II-B 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 Subordinate Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Group 2 Subordinate 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-23 and evidencing the ownership of the Class R-IIA Residual Interest and the Class R-IIB 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 2, and any Distribution Date, if the Certificate Principal Balance of the Class A Certificates relating to a Loan Group included in such Collateral Pool has 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 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-IIA Residual Interest”: The uncertificated Residual Interest in REMIC II-A.

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

“Closing Date”: February 28, 2007.

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

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

“Collateral Pool 1”: The Group 1 Mortgage Loans.

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

“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-AR4.” The Collection Account must be an Eligible Account.

“Commission”: The Securities and Exchange Commission.

“Compensating Interest Payment”: With respect to Collateral Pool 1 and the Fifth Third Mortgage Loans in such Collateral Pool and any prepayment 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 interest rate; but not more than the aggregate amount of the servicing fees received by Fifth Third in the calendar month in which such deposits are required.

With respect to Collateral Pool 1 and Collateral Pool 2 and the Xxxxx Fargo Mortgage Loans in each such Collateral Pool and 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 Xxxxx Fargo in such Collateral Pool.

With respect to Collateral Pool 2 and the Countrywide Mortgage Loans in such Collateral Pool and any prepayments in full or in part, an aggregate amount each month for such Collateral Pool up to the lesser of one half of (a) one-twelfth of the product of (i) the weighted average servicing fee rate (as set forth in the applicable Initial Sub-Servicing Agreement) percentage for such Mortgage Loans in such Collateral Pool and (ii) the stated principal balance of such Mortgage Loans in such Collateral Pool and (b) the aggregate servicing fee actually received by Countrywide for the applicable month for such mortgage loans.

With respect to Collateral Pool 2 and the National City Mortgage Loans in such Collateral Pool and any prepayment 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 related mortgage interest rate; but not more than the aggregate amount of the servicing fees received by National City Mortgage Co. in the calendar month in which such deposits are required.

“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, Xxx Xxxxxxx Xxxxxx, 0^xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, 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, 000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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-A Regular Interest (other than REMIC I-A Regular Interest LT-IO and REMIC I-A Regular Interest LT-R), as follows:

REMIC I-A Regular Interest	Class
REMIC I-A Regular Interest LT1-A1A	1-A1A
REMIC I-A Regular Interest LT1-A1B	1-A1B
REMIC I-A Regular Interest LT1-B1	1-B1
REMIC I-A Regular Interest LT1-B2	1-B2
REMIC I-A Regular Interest LT1-B3	1-B3
REMIC I-A Regular Interest LT1-B4	1-B4
REMIC I-A Regular Interest LT1-B5	1-B5
REMIC I-A Regular Interest LT1-B6	1-B6

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

“Countrywide Mortgage Loans”: The Mortgage Loans originated by Countrywide and serviced by Countrywide pursuant to the Initial Sub-Servicing Agreement to which it is a party.

“Cross-Collateralization Date”: With respect to Collateral Pool 2, 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 Xxxxx 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, February 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 Paying Agent, 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, Xxxxx’x 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 18^th 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 Xxxxxxx 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-AR4.” 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 March 2007.

“Diverted Interest Amount”: With respect to Collateral Pool 2 and any Distribution Date, one month’s interest accrued during the related Interest Accrual Period on the Overcollateralized Amount at the Pass-Through Rate for the Class A Certificates related to the Undercollateralized Loan Group(s) in such Collateral Pool and any other unpaid interest shortfalls on the Class A Certificates 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 Groups 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 Groups 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.

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

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

“Fifth Third”: Fifth Third Bank, or its successor in interest.

“Fifth Third Mortgage Loans”: The Mortgage Loans originated by Fifth Third.

“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.

“Forward Shifted Prepayment Period”: With respect to any Distribution Date, any related Prepayment Period that ends later than the last day of the calendar month immediately preceding the month in which such Distribution Date occurs.

“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 first anniversary of the Cut-off Date, 3.00% 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 Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date up to such date of determination, (Y) from the first anniversary of the Cut-off Date and 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 Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date up to such date of determination, and (Z) 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 Subordinate 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 first anniversary of the Cut-off Date, 3.00% 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 Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date up to such date of determination, (Y) from the first anniversary of the Cut-off Date and 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 Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date up to such date of determination, and (Z) 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 Subordinate 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.

“Xxxxxxx Mac”: Xxxxxxx 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 Collateral Pool 1 and any Distribution Date, an amount equal to the excess of (i) the sum attributable to the 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 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 related P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to the 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 a Loan Group and any Distribution Date shall be increased (if such Loan Group is an Undercollateralized Loan Group) or decreased (if such Loan Group is an Overcollateralized Loan Group) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.

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 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 and Class 1-A1B Certificates.

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

“Group 1 Residual Certificates”: The Class 1-R Certificates.

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

“Group 1 Senior Percentage”: With respect to Collateral Pool 1 and any Distribution Date, 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 Class A Certificates 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 Group 1 Class A Certificates 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 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 as of the first day of the related Due Period.

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

Distribution Date		Group 1 Senior Prepayment Percentage
March 2007 through February 2014		100%
March 2014 through February 2015		Group 1 Senior Percentage, plus 70% of the Group 1 Subordinate Percentage
March 2015 through February 2016		Group 1 Senior Percentage, plus 60% of the Group 1 Subordinate Percentage
March 2016 through February 2017		Group 1 Senior Percentage, plus 40% of the Group 1 Subordinate Percentage
March 2017 through February 2018		Group 1 Senior Percentage, plus 20% of the Group 1 Subordinate Percentage
March 2019 and thereafter		Group 1 Senior Percentage

provided, however, no reduction to the 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 Subordinate 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 Collateral Pool 1 will be the greater of (x) the Group 1 Senior Prepayment Percentage for such Distribution Date or (y) the Group 1 Senior Prepayment Percentage for the immediately preceding Distribution Date.

Notwithstanding the above, if on any Distribution Date (a) the Subordinate Percentage for Collateral Pool 1, prior to giving effect to any distributions on such Distribution Date, equals or exceeds two times the initial 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 February 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 Subordinate Certificates and (ii) after the Distribution Date occurring in February 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 Subordinate Certificates, then the Group 1 Senior Prepayment Percentage for such Distribution Date will equal the related Group 1 Senior Percentage plus 50% of the Group 1 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to March 2010, and will equal the Group 1 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after March 2010.

Upon reduction of the Certificate Principal Balance of the Group 1 Class A Certificates to zero, the Group 1 Senior Prepayment Percentage will equal 0%.

“Group 1 Subordinate 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 Subordinate Percentage”: With respect to 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 a Loan Group and any Distribution Date shall be increased (if such Loan Group is an Undercollateralized Loan Group) or decreased (if such Loan Group is 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 2 Class A Certificates 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 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-A1B Certificates, Class 2-A2A Certificates, Class 2-A2B Certificates, Class 2-A3A Certificates and Class 2-A3B Certificates.

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

“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 2-3 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group 2 Senior Certificates”: The Group 2 Class A Certificates and 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 Class A Certificates 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 Class A Certificates 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 as of the first day of the related Due Period.

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 as of the first day of the related Due Period exceeds (y) the excess, if any, of the Certificate Principal Balance of the related Group 2 Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group 2 Class A Certificates 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 for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group 2 Class A Certificates 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 as of the first day of the related Due Period, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in the related Loan Group as of the first day of the related Due Period. On any Distribution Date after the reduction of the Certificate Principal Balances of the related Group 2 Class A Certificates 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 for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group 2 Class A Certificates 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 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 as of the first day of the related Due Period.

“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
March 2007 through February 2014		100%
March 2014 through February 2015		related Group 2 Senior Percentage, plus 70% of the related Group 2 Subordinate Percentage
March 2015 through February 2016		related Group 2 Senior Percentage, plus 60% of the related Group 2 Subordinate Percentage
March 2016 through February 2017		related Group 2 Senior Percentage, plus 40% of the related Group 2 Subordinate Percentage
March 2017 through February 2018		related Group 2 Senior Percentage, plus 20% of the related Group 2 Subordinate Percentage
March 2019 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 February 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 February 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 March 2010, and will equal the related Group 2 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after March 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-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 for that Loan Group and Distribution Date.

“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”: Each of Countrywide Home Loans Servicing LP, Fifth Third Bank, National City Mortgage Co. and Xxxxx Fargo Bank, N.A.

“Initial Sub-Servicing Agreement”: With respect to the Mortgage Loans, (i) the Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of March 1, 2006, between Xxxxx Fargo and the Seller, as amended; (ii) the Master Mortgage Loan Purchase and Servicing Agreement, dated June 1, 2006, among Fifth Third Bank and the Seller, as amended; (iii) the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of December 15, 2003, and as amended on February 28, 2006, between Countrywide Home Loans, Inc. and the Seller, as amended; and (iv) the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005, and as amended on April 5, 2006, between National City Mortgage Co. and the Seller; each 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 Group 1 Certificates 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 Notional Amount (in the case of the Interest Only Certificates) of such Class of Certificates, immediately prior to such Distribution Date. With respect to any Class of Group 2 Certificates 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 of such Class of Certificates, immediately prior to such Distribution Date. The Interest Distribution Amount for any such Class of Certificates, (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 for the immediately preceding Distribution Date, over the aggregate distributions of interest made in respect of such Class pursuant to Section 4.01(a) 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 on such Distribution Date pursuant to Section 1.02. The Interest Distribution Amount for any Class of Certificates will be based on a 360 day year consisting of twelve 30-day Interest Accrual Periods.

“Interest Only Certificates”: The Class 1-IO 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 2-1, Loan Group 2-2 or Loan Group 2-3.

“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 Group 2-3”: The Loan Group consisting of the Group 2-3 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.

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

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

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

“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03 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 Collateral Pool 2, the Loan Group in which such Mortgage Loan shall reside;

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

(xxvi) a code indicating if such Mortgage Loan is covered by lender-paid primary mortgage insurance.

The Mortgage Loan Schedule shall set forth the following information with respect to the Mortgage Loans in each Collateral Pool in the aggregate as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal balance of such Mortgage Loans; (3) the weighted average Mortgage Rate of such Mortgage Loans; (4) the weighted average maturity of such 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 Master Servicer 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 but 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.

“National City”: National City Mortgage, or its successor in interest.

“National City Mortgage Loans”: The Mortgage Loans originated by National City.

“Net WAC Rate”: The Net WAC Rate for any Distribution Date and the Group 1 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 1 Mortgage Loans, weighted based on their Principal Balances as of the first day of the related Due Period (after giving effect to scheduled payments of principal due during the Due Period including such first day, to the extent received or advanced, and unscheduled collections of principal distributed on the prior Distribution Date). For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on the REMIC I-A Regular Interests, weighted on the basis of the Uncertified Balance of each such REMIC I-A Regular Interest.

The Net WAC Rate for any Distribution Date and the Group 2-1 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, weighted based on their Principal Balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance of REMIC II-A Regular Interest LT-1B. The Net WAC Rate for any Distribution Date and the Group 2-2 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-2 Mortgage Loans, weighted based on their Principal Balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-2B, weighted on the basis of the Uncertificated Balance of REMIC II-A Regular Interest LT-2B. The Net WAC Rate for any Distribution Date and the Group 2-3 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage Loans, weighted based on their Principal Balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-3B, weighted on the basis of the Uncertificated Balance of REMIC II-A Regular Interest LT-3B.

“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”: For any Distribution Date and the Class 1-IO Certificates, the sum of the Certificate Principal Balance of the Class 1-A1A Certificates and the Certificate Principal Balance of the Class 1-A1B Certificates, in each case immediately prior to such Distribution Date. For federal income tax purposes, the Notional Amount of the Class 1-IO Certificate for any Distribution Date shall be the sum of the Uncertificated Balance of REMIC I-A Regular Interest LT1-A1A and REMIC I-A Regular Interest LT1-A1B.

“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”: Countrywide Home Loans, Inc., Fifth Third Bank, National City Mortgage, and Xxxxx Fargo Bank, N.A., as applicable.

“Overcollateralized Amount”: As to any Distribution Date and Collateral Pool 2, 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 Collateral Pool 2, the Loan Group or Loan Groups within Collateral Pool 2 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”: With respect to any Distribution Date and

(a) the Class 1-IO Certificates, (i) if such Distribution Date is the 1^st Distribution Date through and including the 118^th Distribution Date, a per annum rate equal 0.112% per annum or (ii) if such Distribution Date is after the 118^th Distribution Date, 0.00% per annum, and the Class 1-IO Certificates will therefore then cease to accrue interest;

(b) the Class 1 A1A and Class 1A1B Certificates, (i) if such Distribution Date is the 1^st Distribution Date through and including the 118^th Distribution Date, a per annum rate equal to the Net WAC Rate of the Group 1 Mortgage Loans minus 0.112% per annum or (ii) if such Distribution Date is after the 118^th Distribution Date, a per annum rate equal to the Net WAC Rate of the Group 1 Mortgage Loans;

(d) the Class 1-R Certificates, on the first Distribution Date, the Net WAC Rate for the Group 1 Mortgage Loans;

(e) the Class 2-A1A and Class 2-A1B Certificates, a per annum rate equal to the Net WAC Rate of the Group 2-1 Mortgage Loans;

(f) the Class 2-A2A and Class 2-A2B Certificates, a per annum rate equal to the Net WAC Rate of the Group 2-2 Mortgage Loans;

(g) the Class 2-A3A and Class 2-A3B Certificates, a per annum rate equal to the Net WAC Rate of the Group 2-3 Mortgage Loans;

(h) each Class of Group 2 Subordinate Certificates, a per annum rate equal to the related Subordinate Net WAC Rate; and

(i) the Class 2-R Certificates, on the first Distribution Date the Net WAC Rate for the Group 2 Mortgage Loans.

“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, in the highest rating category of Moody’s if rated by Moody’s 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, Xxxxx 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 the Countrywide Mortgage Loans and any Distribution Date, the period that commences on the second day of the month immediately preceding the month in which such Distribution Date occurs and ends on the first day of the month in which such Distribution Date occurs. With respect to the Fifth Third Mortgage Loans, the National City Mortgage Loans and the Xxxxx Fargo Mortgage Loans and 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 Xxxxxx Xxx and Xxxxxxx 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, Xxxxx’x 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 Stated Principal Balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the Stated 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 LT1-A1A, REMIC I-A Regular Interest LT1-A1B, REMIC I Regular Interest LT1-B1, REMIC I-A Regular Interest LT1-B2, REMIC I-A Regular Interest LT1-B3, REMIC I-A Regular Interest LT1-B4, REMIC I-A Regular Interest LT1-B5, REMIC I-A Regular Interest LT1-B6 and REMIC I-A Regular Interest LT-R, the weighted average of the Expense Adjusted Mortgage Rates of the Group 1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period (after giving effect to scheduled payments of principal due during the Due Period including such first day, to the extent received or advanced, and unscheduled collections of principal distributed on the prior Distribution Date).

“REMIC I-B”: 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-3A and REMIC II-A Regular Interest LT-ZZ, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-1B, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-2B, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-3B, the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-3 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period.

“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 relating to such Loan Group.

“REMIC Regular Interest”: A REMIC I-A Regular Interest or REMIC II-A Regular Interest.

“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 Xxxxxx Xxx 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 00 Xxxxxx Xxxxxx 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. Solely for the purposes of this definition, any Principal Prepayment, Liquidation Event or Realized Loss that is subject to a Forward Shifted Prepayment Period and that occurs after the last day of the calendar month preceding the month in which the related Distribution Date occurs shall be deemed to have occurred during such calendar month.

“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 a Collateral Pool (in the case of Collateral Pool 1) or a Loan Group (in the case of Collateral Pool 2), an amount equal to the aggregate of the Interest Distribution Amounts for that Distribution Date for the related Class A Certificates and Interest Only Certificates and, in the case of the first Distribution Date, for the related Residual Certificates, if applicable.

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

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

“Senior Principal Distribution Amount”: With respect to Collateral Pool 1, for any Distribution Date and the related Class A Certificates and the Class 1-R Certificates, an amount equal to the lesser of (i) the 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; 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 Class or Classes 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 Subordinate Certificates pursuant to Section 4.04.

For any Distribution Date and the related Class A Certificates 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)

(iii)

(iv)

[reserved];

(v)

(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 Class or Classes 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 Subordinate Certificates pursuant to Section 4.04;

(e) that portion, if any, of any Class A Principal Adjustment Amount for Collateral Pool 2 included in the Group 2 Available Distribution Amount for such Loan Group and such Distribution Date, 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 2 Subordinate Certificates remain outstanding; and

(f) if the Subordination Test has been met and at least one class of the Group 2 Subordinate Certificates remains outstanding, the product of (x) the then applicable related Senior Percentage and (y) that portion of the Class A Principal Adjustment Amount for Collateral Pool 2 included in the Group 2 Available Distribution Amount for such Loan Group and Distribution Date.

“Senior Support Certificates”: Class 1-A2B Certificates, Class 2-A1B Certificates, Class 2-A2B Certificates and Class 2-A3B Certificates.

“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 Group 1 Mortgage Loans and the Group 2 Mortgage Loans will range from 0.1750% per annum to 0.375% per annum and the Servicing Fee Rate on certain Mortgage Loans serviced by Countrywide Home Loans Servicing LP will step-up from 0.175% to 0.375% on the initial Adjustment Date. The Servicing Fee Rate for each Mortgage Loan shall be as indicated in the Mortgage Loan Schedule.

“Servicing Officer”: Any employee of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans, whose name appears on a list of Servicing Officers furnished by the 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 $10,800,000.00. For Collateral Pool 2, initially an amount equal to 4,800,000.00. 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 XxXxxx-Xxxx 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. Solely for the purposes of this definition, any Principal Prepayment, Liquidation Event or Realized Loss that is subject to a Forward Shifted Prepayment Period and that occurs after the last day of the calendar month preceding the month in which the related Distribution Date occurs shall be deemed to have occurred during such calendar month.

“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 Amount”: With respect to any loan group within Collateral Pool 2 and any distribution date, the excess of (i) the Scheduled Principal Balance of the related mortgage loans, over (ii) the aggregate Certificate Principal Balance of the related Class A Certificates.

“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 Net WAC Rate of the Mortgage Loans in Collateral Pool 1. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on the REMIC I-A Regular Interests, weighted on the basis of the Uncertified Balance of each such REMIC I-A Regular Interest.

For any Distribution Date and the Group 2 Subordinate Certificates, a rate per annum equal to the weighted average, weighted in proportion to the results of subtracting from the aggregate principal balance of each of Loan Group 2-1, Loan Group 2-2 and Loan Group 2-3, respectively, the aggregate Certificate Principal Balance of the related Class A Certificates and Residual Certificates, of the weighted average of the Expense Adjusted Mortgage Rates of the Group 2-1 Mortgage Loans, the Group 2-2 Mortgage Loans and the Group 2-3 Mortgage Loans. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rates on REMIC II-A Regular Interest LT-1A, REMIC II-A Regular Interest LT-2A and REMIC II-A Regular Interest LT-3A (in each case, subject to a cap and a floor equal to the REMIC II-A Remittance Rates on REMIC II-A Regular Interest LT-1B, REMIC II-A Regular Interest LT-2B and REMIC II-A Regular Interest LT-3B, respectively) weighted on the basis of the Uncertificated Balance of each such REMIC II-A Regular Interest.

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

“Subordinate Prepayment Percentage”: The 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 a Collateral Pool (in the case of Collateral Pool 1) or each Loan Group (in the case of Collateral Pool 2), 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)

(iii)

(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) for each loan group within Collateral Pool 2, 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 2, 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, the Class 2-A1A Certificates, Class 2-A2A Certificates and Class 2-A3A 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 II-A and REMIC II-B.

“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 II-A and REMIC II-B.

“Uncertificated Balance”: The amount of any REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each such REMIC Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Balance. On each Distribution Date, the Uncertificated Balance of each such REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.08 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 Loan Group 2, the excess, if any, of the aggregate Certificate Principal Balance of the related Class A Certificates, immediately prior to such Distribution Date over the sum of (i) the aggregate Scheduled Principal Balance of the related Mortgage Loans as of the first day of the related Due Period plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in the related Loan Group as of the first day of the related Due Period, in each case before reduction for any Realized Losses on such Distribution Date.

“Undercollateralized Loan Group”: With respect to Collateral Pool 2, 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 Collateral Pool 1 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.

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) 99% of all of the Voting Rights relating to Collateral Pool 2 shall be allocated to the Holders of the related Classes of Regular Certificates in proportion to their then outstanding Certificate Principal Balances and (ii) 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.

“Xxxxx Fargo”: Xxxxx Fargo Bank, N.A., as successor in interest to Xxxxx Fargo Home Mortgage, Inc., or its successor in interest.

“Xxxxx Fargo Mortgage Loans”: The Mortgage Loans originated by Xxxxx Fargo, and serviced by Xxxxx Fargo pursuant to the Initial Sub-Servicing Agreement to which Xxxxx Fargo is a party.

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, (i) with respect to the Group 1 Mortgage Loans, among the REMIC I-A Regular Interests pro rata in accordance with and to the extent of one month’s interest at the REMIC I-A Remittance Rate on the respective Uncertificated Balances of such regular interests, and then among the REMIC I-B Regular Interests in the same manner and with same priorities as such Prepayment Interest Shortfalls and Relief Act Interest Shortfalls are allocated among the Corresponding Certificates and (ii) with respect to the Group 2 Mortgage Loans, among the REMIC II-A Regular Interests pro rata in accordance with and to the extent of one month’s interest at the REMIC II-A Remittance Rate on the respective Uncertificated Balances of such regular interests, and then among the REMIC II-B Regular Interests in the same manner and with same priorities as such Prepayment Interest Shortfalls and Relief Act Interest Shortfalls are allocated among 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 approximately 5.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in (i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee (or 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 all the Countrywide Mortgage Loans, Fifth Third Mortgage Loans and the National City Mortgage Loans and Xxxxx Fargo Bank, N.A. is appointed Custodian with respect to the Mortgage Files of all the Xxxxx Fargo Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodians 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 their respective 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 a 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 Xxxxxx Xxx or Xxxxxxx 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 Paying Agent, 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-B and REMIC II-B.

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-B (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-B (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) and the rights of the Class 1-R Certificateholders (as holder of the Class R-IB Residual Interest) and of REMIC I-B (as holder of the REMIC I-B Regular Interests) to receive distributions from the proceeds of REMIC I-A and REMIC I-B and all ownership interests evidenced or constituted by the Class 1-R Certificates and the Regular Certificates evidencing interests in REMIC I-B, 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-B (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-B (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) and the rights of the Class 2-R Certificateholders (as holder of the Class R-IIB Residual Interest) and of REMIC II-B (as holder of the REMIC II-B Regular Interests) to receive distributions from the proceeds of REMIC II-A and REMIC II-B and all ownership interests evidenced or constituted by the Class 2-R Certificates and the Regular Certificates evidencing interests in REMIC II-B, 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. Consistent with the foregoing, in connection with a partial Principal Prepayment, the Master Servicer may at its option reduce or permit a Sub-Servicer to reduce the scheduled Monthly Payments on the related Mortgage Loan so that the remaining outstanding principal amount owed under such Mortgage Loan will be paid in equal monthly installments of principal and interest by the originally scheduled maturity date. In addition, in connection with any modification of a Mortgage Loan that is entered into by a Mortgagor in lieu of refinancing and that is not permitted by this paragraph or by Section 3.07, the Master Servicer shall treat such modification for remitting and reporting purposes as a Principal Prepayment in full to the Trust occurring concurrently with the origination of a new mortgage loan, which is not in the Trust, to the Mortgagor. For any such Mortgage Loan that has been so deemed the subject of a Principal Prepayment in full, upon written notice from the Master Servicer of the deposit into the Collection Account of funds in an amount equal to all amounts that would be owed to the Trust by the related Mortgagor if such deemed Principal Prepayment were an actual Principal Prepayment in full, the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Master Servicer or the applicable Sub-Servicer shall furnish to it and as shall be necessary to vest in the designated successor owner of such Mortgage Loan specified in such instruments such Mortgage Loan released pursuant hereto, and the Trustee and the Trust Administrator shall have no further responsibility with regard to such Mortgage Loan or the related Mortgage File.

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, Countrywide Home Loans Servicing LP is the Sub-Servicer with respect to the Countrywide Mortgage Loans and in such capacity Countrywide Home Loans Servicing LP will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off date, Fifth Third is the Sub-Servicer with respect to the Fifth Third Mortgage Loans and in such capacity Fifth Third will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date, National City is the Sub-Servicer with respect to the National City Mortgage Loans and in such capacity National City Mortgage Co. will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date, Xxxxx Fargo is the Sub-Servicer with respect to the Xxxxx Fargo Mortgage Loans and in such capacity Xxxxx Fargo will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date, CitiMortgage is the Sub-Servicer with respect to certain of the CitiMortgage Mortgage Loans and in such capacity CitiMortgage 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 Xxxxxxx Mac or Xxxxxx Xxx 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 Group 1 Available Distribution Amount and the Group 2 Available Distribution Amount (calculated in each case without regard to the subtraction therefrom of any applicable lender-paid primary mortgage insurance premium described in clause (i)(a) of each 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 Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless the Master Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also maintain a fidelity bond in the form and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx 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 respective 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 respective 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 respective Custodian, on behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such certification and request, the respective 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 respective Custodian, on behalf of the Trustee, shall, upon request of the Master Servicer and delivery to the respective 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 respective 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 respective 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 respective 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 respective 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 Xxxxxx Xxx 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 15^th 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 15^th 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 18^th 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.

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 1^st 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 Mortgage-Pass Through 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 1^st 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 15^th 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 supersede any other provision in this Agreement or any other agreement to the contrary.

The Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit C hereto which are indicated as applicable to the Trust Administrator. The 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 each Custodian under the applicable Custodial Agreement to provide an Assessment of Compliance and Attestation Report, as, when and to the extent set forth in the applicable 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 of each Mortgage Loan included in such Collateral Pool during the related Prepayment Period and (ii) the applicable Compensating Interest Payment for such Mortgage Loans.

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 Group 1 Available Distribution Amount. Distributions on each Distribution Date with respect to the Group 1 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:

I.	From the Group 1 Available Distribution Amount:

(i)

concurrently, to the Holders of the Class 1-A1A Certificates, the Class 1-A1B Certificates and the Class 1-IO Certificates and, on the first Distribution Date, to the Class 1-R 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 Collateral Pool 1 and such Distribution Date, first to the Holders of the Class 1-R Certificates and then concurrently, to the Holders of the Class 1-A1A Certificates and the Class 1-A2B 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;

II.	From the Group 1 Available Distribution Amount remaining after the above distributions have been made:

(i)

to the Holders of the Group 1 Subordinate 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 Amount 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 Subordinate 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 Subordinate 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 is reduced to zero;

(iii)

reserved; and

(iv)

to the Holders of 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 and the Class 2-A1B Certificates and, on the first Distribution Date, to the Class 2-R 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 2-1 and such Distribution Date, concurrently, to the Holders of the Class 2-A1A Certificates and the Class 2-A1B 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;

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 and the 2-A2B 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 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 Class 2-A2B 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;

III.	From the Group 2 Available Distribution Amount related to the Group 2-3 Mortgage Loans:

(i)

concurrently, to the Holders of the Class 2-A3A Certificates and the 2-A3B 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 2-3 and such Distribution Date, concurrently, to the Holders of the Class 2-A3A Certificates and the Class 2-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 2 Available Distribution Amounts for each Group 2 Loan Group remaining after the above distributions have been made:

(i)

to the Holders of the Group 2 Subordinate Certificates, the Interest Distribution Amount for each such Class and such Distribution Date 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 to the extent of the remaining Group 2 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 Subordinate 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 Subordinate 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 is reduced to zero;

(iii)

reserved; and

(iv)

to the Holders of 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 of the Certificates 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 related Available Distribution Amounts 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 related Classes of Certificates and that remain outstanding shall be applied as follows: first, to increase the Certificate Principal Balances of the related Class of Certificates 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 and remaining “unreimbursed”; second, to increase the Certificate Principal Balances of the related Class of Certificates 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 and remaining “unreimbursed”; and so forth. For purposes of the foregoing, with respect to any Class of Certificates the amount of previously allocated Realized Losses that have been offset by an increase in Certificate Principal Balances as provided above shall be deemed no longer “unreimbursed”. Holders of any Class of Certificates with respect to which there shall have been a Certificate Principal Balances 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 of each Class of Certificates in accordance with its respective Percentage Interest.

All references above to the Certificate Principal Balances of any Class of Certificates shall be to the Certificate Principal Balances of such Class of Certificates prior to the allocation of Extraordinary Trust Fund Expenses and Realized Losses, in each case allocated to such Class of Certificates 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 Subordinate Certificates pursuant to Section 4.01(a)(1)(II)(ii) above and the aggregate distributions of principal made on such date in respect of the Group 2 Subordinate Certificates pursuant to Section 4.01(a)(2)(IV)(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 Subordinate Certificates with the lowest numerical designation to the Class of related Subordinate 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 Subordinate 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 1.60% 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 1.00% 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 0.60% 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 0.40% 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 0.20% 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) shall be distributed only 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 1.60% 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 1.00% 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 0.60% 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 0.40% 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 0.20% 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) shall be distributed only 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 Subordinate 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 Paying Agent 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 whi

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CITIGROUP MORTGAGE LOAN TRUST INC. Depositor CITIMORTGAGE, INC. Master Servicer and Trust Administrator CITIBANK, N.A. Paying Agent, Certificate Registrar and Authenticating Agent and Trustee POOLING AND SERVICING AGREEMENT Dated as of February 1,...