poolingandservicingagreement.htm


     

     

     

    EXHIBIT
      4.1

     

    

      


       

      Citicorp
        Mortgage Securities, Inc.

       

      Depositor

       

      CitiMortgage,
        Inc.

       

      Servicer
        and Master Servicer

       

      U.S.
        Bank
        National Association

       

      Trustee

       

      Citibank,
        N.A.

       

      Paying
        Agent, Certificate Registrar

       

       and
        Authenticating Agent

       

      
        Pooling
          and Servicing Agreement

         

        CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A8

         

        REMIC
          Pass-Through Certificates

         

        


      

       

      October
        1, 2007

       


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      
 

      
        Contents

         

        Parties
          9

        Background
          9

        Agreement
          9

        Series
          Terms 9

        12           The
          series 9

        12.1
Establishment
          9

        12.2
General
          terms for classes
          10

        12.3
Target
          rate 11

        12.4
Ratio-stripped
          IO and PO classes
          11

        12.5
Loss
          limits 11

        12.6
Denominations
          11

        12.7
The
          mortgage loans
          11

        12.8
Right
          to repurchase
          11

        12.9
Book-entry
          and definitive certificates
          11

        12.10
Voting
          interests
          11

        12.11
Cash
          deposit
          11

        13           Principal
          balances
          11

        13.1
Class
          balances
          11

        13.2
Certificate
          balances
          12

        14           Allocations
          12

        14.1
Interest
          allocations
          12

        14.2
Principal
          allocations
          13

        14.3
Unscheduled
          principal
          13

        14.4
Maintenance
          of subordination
          14

        15           Allocations
          among the senior classes
          15

        15.1
Order
          of allocation among senior
          target-rate classes 15

        15.2
NAS
          classes 15

        15.3
PAC
          classes 15

        15.4
TAC
          classes 15

        16           Distributions
          15

        16.1
Types
          of distributions
          15

        16.2
Accrual
          and accrual directed classes
          15

        16.3
Distribution
          priorities
          15

        16.4
Distributions
          to certificate holders
          16

        16.5
Final
          distribution on the residual
          certificates 16

        16.6
Wire
          transfer eligibility
          16

        17           Adjustments
          to class balances
          16

        18           Loss
          recoveries
          18

        19           Additional
          structuring features
          18

        20           LIBOR
          classes
          19

        21           Composite
          and component classes
          19

        22           Multiple-pool
          series
          19

        23           Super
          senior and super senior support
          classes 19

        24           Retail
          classes
          19

        25           Insured
          classes
          19

        26           Advance
          account
          19

        27           REMIC
provisions
          19

        27.1
Constituent
REMICs
          19

        27.2
The
          class P and class L regular
          interests 20

        27.3
Principal
          balances and certificate
          rates for class L regular interests 20

        27.4
Principal
          distributions and loss
          allocations to class L and class P regular interests 20

        27.5
Interest
          distributions to class L and
          class P regular interests 20

        27.6
REMIC
          accounts and distributions
          20

        27.7
Tax
          matters person
          21

        28           Yield
          maintenance agreement
          22

        29           Notice
          addresses
          22

        30           Initial
          Depositories 23

        


        Standard
          Terms 24

        1Definitions
          and usages
          24

        1.1
Defined
          terms
          24

        1.2
          Usages 40


        
          
             

          

          
            2

            
              

            

          

          
             

          

        


        1.3
Calculations
          respecting mortgage loans
          41

        2    Transfer
          of mortgage loans and issuance
          of certificates; repurchase and substitution 41

        2.1
Transfer
          of mortgage loans
          41

        2.2
CMSI’s
          representations and warranties
          46

        2.3
Repurchase
          or substitution of mortgage
          loans 48

        3    Servicing
          50

        3.1
CitiMortgage
          as servicer and master
          servicer 50

        3.2
Collections
          51

        3.3
Certificate
          and other accounts
          52

        3.4
Prepayment
          interest shortfalls
          54

        3.5
Advances
          55

        3.6
Distributions
          57

        3.7
Third-party
          servicing
          60

        3.8
Permitted
          withdrawals from certificate
          account 61

        3.9
Expenses
          62

        3.10
Primary
          mortgage insurance
          63

        3.11
Hazard
          insurance
          63

        3.12
Realization
          on defaulted mortgage loans
          64

        3.13
Release
          of mortgage files
          66

        3.14
Reports
          to certificate holders and
          others 67

        3.15
Tax
          returns and reports
          69

        3.16
Application
          of buydown funds
          70

        3.17
Assumption
          and modification agreements
          70

        3.18
Refinancings
          and curtailments
          71

        3.19
Loan
          modifications
          71

        3.20
Investment
          accounts
          72

        3.21
Paying
          Agent and Certificate Registrar
          76

        3.22
Exchange
          Act reporting
          76

        4    CitiMortgage
          78

        4.1
Liability
          of CitiMortgage and others
          78

        4.2
Assumption
          of CitiMortgage’s
          obligations by affiliate 78

        4.3
Maintenance
          of office or agency
          79

        4.4
Servicer
          not to resign
          79

        4.5
Delegation
          of duties
          79

        4.6
Errors
          and omissions insurance
          79

        5    The
          certificates
          79

        5.1
The
          certificates
          79

        5.2
Registration
          of transfer and exchange
          of certificates 81

        5.3
Mutilated,
          destroyed, lost or stolen
          certificates 85

        5.4
Persons
          deemed owners
          85

        5.5
Access
          to list of certificate holders’
names and addresses 85

        5.6
Definitive
          certificates
          86

        5.7
Notices
          to Clearing Agency
          86

        6    Accounts
          86

        7    Default
          87

        7.1
Events
          of Default
          87

        7.2
Trustee
          to act; appointment of
          successor 88

        8    The
          Trustee
          88

        8.1
Duties
          88

        8.2
Liability
          90

        8.3
Trustee
          not liable for certificates or
          mortgage loans 90

        8.4
Trustee
          may own certificates
          91

        8.5
Trustee’s
          fees and expenses
          91

        8.6
Eligibility
          requirements for Trustee
          92

        8.7
Resignation
          or removal of Trustee
          92

        8.8
Successor
          trustee
          93

        8.9
Merger
          or consolidation of Trustee
          93

        8.10
          Appointment of co-trustee or separate trustee 94


        
          
             

          

          
            3

            
              

            

          

          
             

          

        


        8.11
Tax
          returns 95

        8.12
Appointment
          of authenticating agent
          95

        9    Termination
          96

        9.1
Termination
          upon repurchase by
CMSI
          or liquidation of all mortgage loans
          96

        10    General
          provisions
          99

        10.1
Amendments
          99

        10.2
Recordation
          of Agreement
          100

        10.3
Limitation
          on rights of certificate
          holders 100

        10.4
Governing
          law
          100

        10.5
Maintenance
          of REMICs
          101

        10.6
Notices
          101

        10.7
Severability
          of provisions
          101

        10.8
Assignment
          101

        10.9
Certificates
          nonassessable and fully
          paid 101

         

        Signatures
          and acknowledgments 102

      

       

      
        	
                 

              	
                Schedule
                  1: Servicing criteria to be addressed in report on assessment of
                  compliance

              


      

        
Appendix
        1: Transferee’s
        Affidavit

      
        	
                 

              	
                Exhibit
                  A: Forms of certificates
                  A-1

              


      

      
        	
                 

              	
                Exhibit
                  B: Mortgage Loan Schedules
                  B-1

              


      

      
        	
                 

              	
                Exhibit
                  C: Form of Mortgage Note Custodial Agreement
                  C-1

              


      

      
        	
                 

              	
                Exhibit
                  D: Form of Purchaser Letter
                  D-1

              


      

      
        	
                 

              	
                Exhibit
                  E: Form of ERISA Letter
                  E-1

              


      

      




      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      


       

      Defined
        Terms

       

      


      
        	
                 

              	
                accrual
                  class, 15

              


      

      
        	
                 

              	
                accrual
                  directed class, 15

              


      

      
        	
                 

              	
                accrual
                  termination day, 24

              


      

      
        	
                 

              	
                advance
                  account, 19

              


      

      
        	
                 

              	
                advance
                  account advances, 19

              


      

      
        	
                 

              	
                advance
                  account available advance amount,
                  19

              


      

      
        	
                 

              	
                advance
                  account depository, 19

              


      

      
        	
                 

              	
                advance
                  account depository agreement, 19

              


      

      
        	
                 

              	
                advance
                  account funding date, 19

              


      

      
        	
                 

              	
                advance
                  account trigger date, 19

              


      

      
        	
                 

              	
                affiliate,
                  24

              


      

      
        	
                 

              	
                affiliated
                  mortgage loans, 50

              


      

      
        	
                 

              	
                affiliated
                  Paying Agent advances, 56

              


      

      
        	
                 

              	
                affiliated
                  servicing fee rate, 24

              


      

      
        	
                 

              	
                Agent,
                  82

              


      

      
        	
                 

              	
                aggregate
                  outstanding advances, 24

              


      

      
        	
                 

              	
                allocated
                  loss, 18

              


      

      
        	
                 

              	
                applicable
                  constituent REMIC, 19

              


      

      
        	
                 

              	
                appraisal,
                  24

              


      

      
        	
                 

              	
                Authenticating
                  Agent, 9, 95

              


      

      
        	
                 

              	
                Authorized
                  Officer, 24

              


      

      
        	
                 

              	
                Bankruptcy
                  Code, 24

              


      

      
        	
                 

              	
                bankruptcy
                  coverage termination date, 24

              


      

      
        	
                 

              	
                bankruptcy
                  loss, 24

              


      

      
        	
                 

              	
                bankruptcy
                  loss limit, 24

              


      

      
        	
                 

              	
                beneficial
                  owner, 25

              


      

      
        	
                 

              	
                book-entry
                  certificates, 11

              


      

      
        	
                 

              	
                business
                  day, 25

              


      

      
        	
                 

              	
                buydown
                  account, 25

              


      

      
        	
                 

              	
                buydown
                  funds, 25

              


      

      
        	
                 

              	
                buydown
                  mortgage loan, 25

              


      

      
        	
                 

              	
                buydown
                  subsidy agreement, 25

              


      

      
        	
                 

              	
                capitalized
                  reimbursement amount, 72

              


      

      
        	
                 

              	
                certificate
                  account, 52

              


      

      
        	
                 

              	
                certificate
                  holder, 25

              


      

      
        	
                 

              	
                certificate
                  insurance policy, 19

              


      

      
        	
                 

              	
                certificate
                  rate, 10

              


      

      
        	
                 

              	
                Certificate
                  Register, 81

              


      

      
        	
                 

              	
                Certificate
                  Registrar, 9

              


      

      
        	
                 

              	
                certificates,
                  9

              


      

      
        	
                 

              	
                Citibank
                  banking affiliate, 25

              


      

      
        	
                 

              	
                CitiMortgage,
                  9

              


      

      
        	
                 

              	
                class,
                  25

              


      

      
        	
                 

              	
                class
                  A-IO, 9

              


      

      
        	
                 

              	
                class
                  A-IO certificates, 9

              


      

      
        	
                 

              	
                class
                  A-PO, 9

              


      

      
        	
                 

              	
                class
                  A-PO certificates, 9

              


      

      
        	
                 

              	
                class
                  A-x, 9

              


      

      
        	
                 

              	
                class
                  A-x certificates, 9

              


      

      
        	
                 

              	
                class
                  B holder, 50

              


      

      
        	
                 

              	
                class
                  B-x, 9

              


      

      
        	
                 

              	
                class
                  B-x certificates, 9

              


      

      
        	
                 

              	
                class
                  L regular interests, 20

              


      

      
        	
                 

              	
                class
                  LR certificates, 9

              


      

      
        	
                 

              	
                class
                  P regular interests, 20

              


      

      
        	
                 

              	
                class
                  percentage, 26

              


      

      
        	
                 

              	
                class
                  PR certificates, 9

              


      

      
        	
                 

              	
                class
                  R certificates, 9

              


      

      
        	
                 

              	
                classes
                  A-x through A-y,
                  26

              


      

      
        	
                 

              	
                classes
                  B-x through B-y,
                  26

              


      

      
        	
                 

              	
                Clearing
                  Agency, 26

              


      

      
        	
                 

              	
                Clearing
                  Agency Participant, 26

              


      

      
        	
                 

              	
                closing
                  date, 10

              


      

      
        	
                 

              	
                CMSI,
                  9

              


      

      
        	
                 

              	
                collected
                  servicing fee, 26

              


      

      
        	
                 

              	
                component
                  classes, 19

              


      

      
        	
                 

              	
                composite
                  class, 19

              


      

      
        	
                 

              	
                constituent
                  REMIC, 19

              


      

      
        	
                 

              	
                corporate
                  trust office, 22

              


      

      
        	
                 

              	
                Credit
                  Suisse Securities, 10

              


      

      
        	
                 

              	
                cumulative
                  loss test, 14

              


      

      
        	
                 

              	
                current
                  interest allocation, 12

              


      

      
        	
                 

              	
                custodial
                  accounts for P&I, 53

              


      

      
        	
                 

              	
                custodial
                  investment account, 73

              


      

      
        	
                 

              	
                cut-off
                  date, 9

              


      

      
        	
                 

              	
                debt
                  service reduction, 26

              


      

      
        	
                 

              	
                deficient
                  valuation, 26

              


      

      
        	
                 

              	
                definitive
                  certificates, 11

              


      

      
        	
                 

              	
                delegated
                  servicer, 27

              


      

      
        	
                 

              	
                delinquency
                  test, 14

              


      

      
        	
                 

              	
                denominations,
                  11

              


      

      
        	
                 

              	
                Depository,
                  27

              


      

      
        	
                 

              	
                determination
                  date, 27

              


      

      
        	
                 

              	
                discount
                  loan, 27

              


      

      
        	
                 

              	
                disqualified
                  organization, 82

              


      

      
        	
                 

              	
                distribution
                  account, 57

              


      

      
        	
                 

              	
                distribution
                  day, 10

              


      

      
        	
                 

              	
                distribution
                  day data, 59

              


      

      
        	
                 

              	
                distribution
                  day statement, 59

              


      

      
        	
                 

              	
                distribution
                  report, 67

              


      

      
        	
                 

              	
                eligible
                  account, 27

              


      

      
        	
                 

              	
                Eligible
                  Investments, 74

              


      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      


      
        	
                 

              	
                eligible
                  substitute mortgage loan, 49

              


      

      
        	
                 

              	
                ERISA,
                  27

              


      

      
        	
                 

              	
                ERISA
                  Prohibited holder, 82

              


      

      
        	
                 

              	
                ERISA
                  Restricted Certificates, 27

              


      

      
        	
                 

              	
                escrow
                  accounts, 53

              


      

      
        	
                 

              	
                Events
                  of Default, 87

              


      

      
        	
                 

              	
                Exchange
                  Act, 27

              


      

      
        	
                 

              	
                extraordinary
                  event, 27

              


      

      
        	
                 

              	
                FDIC,
                  27

              


      

      
        	
                 

              	
                Fitch,
                  27

              


      

      
        	
                 

              	
                fraud
                  loss, 28

              


      

      
        	
                 

              	
                fraud
                  loss limit, 27

              


      

      
        	
                 

              	
                Furnished
                  Document, 89

              


      

      
        	
                 

              	
                GIC,
                  28

              


      

      
        	
                 

              	
                GNMA,
                  28

              


      

      
        	
                 

              	
                group,
                  28

              


      

      
        	
                 

              	
                group
                  target-rate class percentage, 28

              


      

      
        	
                 

              	
                Guide,
                  28

              


      

      
        	
                 

              	
                high-cost
                  mortgage loan, 28

              


      

      
        	
                 

              	
                holder,
                  28

              


      

      
        	
                 

              	
                hypothetical
                  mortgage loan, 28

              


      

      
        	
                 

              	
                impaired
                  subordination level, 14

              


      

      
        	
                 

              	
                independent
                  accountants, 28

              


      

      
        	
                 

              	
                Indirect
                  Participant, 28

              


      

      
        	
                 

              	
                initial,
                  28

              


      

      
        	
                 

              	
                initial
                  bankruptcy loss limit, 11

              


      

      
        	
                 

              	
                initial
                  fraud loss amount, 11

              


      

      
        	
                 

              	
                initial
                  special hazard loss limit, 11

              


      

      
        	
                 

              	
                insurance
                  premium, 19

              


      

      
        	
                 

              	
                insurance
                  proceeds, 28

              


      

      
        	
                 

              	
                insured
                  class, 19

              


      

      
        	
                 

              	
                Insurer,
                  19

              


      

      
        	
                 

              	
                interest
                  allocation, 12

              


      

      
        	
                 

              	
                interest
                  allocation carryforward, 12

              


      

      
        	
                 

              	
                interest
                  distribution, 15

              


      

      
        	
                 

              	
                interest
                  portion of a liquidated loan loss,
                  29

              


      

      
        	
                 

              	
                interest
                  portion of a realized loss, 36

              


      

      
        	
                 

              	
                Internal
                  Revenue Code, 28

              


      

      
        	
                 

              	
                investment
                  account, 28

              


      

      
        	
                 

              	
                investment
                  income, 28

              


      

      
        	
                 

              	
                IO
                  class, 29

              


      

      
        	
                 

              	
                IO
                  loan, 29

              


      

      
        	
                 

              	
                IO
                  strip, 29

              


      

      
        	
                 

              	
                last
                  scheduled distribution day, 10

              


      

      
        	
                 

              	
                latest
                  possible maturity date, 10

              


      

      
        	
                 

              	
                LIBOR
                  classes, 19

              


      

      
        	
                 

              	
                liquidated
                  loan, 29

              


      

      
        	
                 

              	
                liquidated
                  loan loss, 29

              


      

      
        	
                 

              	
                liquidation
                  expenses, 29

              


      

      
        	
                 

              	
                liquidation
                  proceeds, 29

              


      

      
        	
                 

              	
                loss
                  recovery, 30

              


      

      
        	
                 

              	
                lower-tier
                  REMIC, 19

              


      

      
        	
                 

              	
                lower–tier
                  REMIC account, 20

              


      

      
        	
                 

              	
                master
                  servicer, 50

              


      

      
        	
                 

              	
                master
                  servicing fee, 30

              


      

      
        	
                 

              	
                master
                  servicing fee rate, 30

              


      

      
        	
                 

              	
                material
                  breach, 48

              


      

      
        	
                 

              	
                MERS,
                  42

              


      

      
        	
                 

              	
                month,
                  30

              


      

      
        	
                 

              	
                monthly
                  affiliated servicing fee rate, 24

              


      

      
        	
                 

              	
                monthly
                  master servicing fee rate, 30

              


      

      
        	
                 

              	
                monthly
                  pass-through rate, 33

              


      

      
        	
                 

              	
                monthly
                  third-party servicing fee rate, 39

              


      

      
        	
                 

              	
                Moody’s,
                  30

              


      

      
        	
                 

              	
                mortgage,
                  30

              


      

      
        	
                 

              	
                mortgage
                  documents, 30

              


      

      
        	
                 

              	
                mortgage
                  file, 30

              


      

      
        	
                 

              	
                mortgage
                  loan, 30

              


      

      
        	
                 

              	
                mortgage
                  loan schedule, 30

              


      

      
        	
                 

              	
                mortgage
                  note, 30

              


      

      
        	
                 

              	
                Mortgage
                  Note Custodial Agreement, 42

              


      

      
        	
                 

              	
                Mortgage
                  Note Custodian, 42

              


      

      
        	
                 

              	
                mortgage
                  note rate, 30

              


      

      
        	
                 

              	
                mortgaged
                  property, 30

              


      

      
        	
                 

              	
                mortgagor,
                  30

              


      

      
        	
                 

              	
                multiple-pool
                  series, 30

              


      

      
        	
                 

              	
                NAS
                  classes, 15

              


      

      
        	
                 

              	
                net
                  liquidation proceeds, 30

              


      

      
        	
                 

              	
                net
                  Paying Agent advances, 30

              


      

      
        	
                 

              	
                net
                  REO proceeds, 30

              


      

      
        	
                 

              	
                net
                  voluntary advances, 31

              


      

      
        	
                 

              	
                non-accelerated
                  senior classes, 15

              


      

      
        	
                 

              	
                nonrecoverable
                  advance, 31

              


      

      
        	
                 

              	
                non-subordinated
                  losses, 31

              


      

      
        	
                 

              	
                non-supported
                  prepayment interest shortfall, 31

              


      

      
        	
                 

              	
                notional
                  balance, 11

              


      

      
        	
                 

              	
                officer’s
                  certificate, 31

              


      

      
        	
                 

              	
                opinion
                  of counsel, 31

              


      

      
        	
                 

              	
                order
                  of seniority, 31

              


      

      
        	
                 

              	
                order
                  of subordination, 31

              


      

      
        	
                 

              	
                original
                  value, 31

              


      

      
        	
                 

              	
                Originator,
                  32

              


      

      
        	
                 

              	
                outstanding,
                  32

              


      

      
        	
                 

              	
                PAC
                  class, 15

              


      

      
        	
                 

              	
                Participant,
                  33

              


      

      
        	
                 

              	
                pass-through
                  rate, 33

              


      

      
        	
                 

              	
                Paying
                  Agent, 9

              


      

      
        	
                 

              	
                Paying
                  Agent failure, 19

              


      

      
        	
                 

              	
                Paying
                  Agent failure advance, 19

              


      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      


      
        	
                 

              	
                percentage
                  interest, 33

              


      

      
        	
                 

              	
                person,
                  33

              


      

      
        	
                 

              	
                planned
                  amortization class, 15

              


      

      
        	
                 

              	
                PO
                  class, 33

              


      

      
        	
                 

              	
                PO
                  loan, 33

              


      

      
        	
                 

              	
                PO
                  strip, 33

              


      

      
        	
                 

              	
                pool,
                  34

              


      

      
        	
                 

              	
                pool
                  distribution amount, 34

              


      

      
        	
                 

              	
                pooling
                  REMIC, 19

              


      

      
        	
                 

              	
                pooling
                  REMIC account, 20

              


      

      
        	
                 

              	
                predatory
                  lending law, 34

              


      

      
        	
                 

              	
                Predecessor
                  Certificates, 34

              


      

      
        	
                 

              	
                premium
                  loan, 34

              


      

      
        	
                 

              	
                prepayment
                  interest shortfall, 34

              


      

      
        	
                 

              	
                primary
                  mortgage insurance certificate, 34

              


      

      
        	
                 

              	
                principal
                  allocation, 13

              


      

      
        	
                 

              	
                principal
                  balance, 11

              


      

      
        	
                 

              	
                principal
                  distribution, 15

              


      

      
        	
                 

              	
                principal
                  portion of a liquidated loan loss,
                  29

              


      

      
        	
                 

              	
                principal
                  portion of a realized loss, 36

              


      

      
        	
                 

              	
                principal
                  prepayment, 34

              


      

      
        	
                 

              	
                private
                  certificates, 34

              


      

      
        	
                 

              	
                Proceeding,
                  34

              


      

      
        	
                 

              	
                Qualified
                  GIC, 34

              


      

      
        	
                 

              	
                Qualified
                  Nominee, 35

              


      

      
        	
                 

              	
                rating
                  agency, 10

              


      

      
        	
                 

              	
                ratio-stripped
                  IO class, 36

              


      

      
        	
                 

              	
                ratio-stripped
                  IO loan, 36

              


      

      
        	
                 

              	
                ratio-stripped
                  PO class, 36

              


      

      
        	
                 

              	
                ratio-stripped
                  PO loan, 36

              


      

      
        	
                 

              	
                realized
                  losses, 36

              


      

      
        	
                 

              	
                reasonably
                  foreseeable default, 36

              


      

      
        	
                 

              	
                record
                  date, 36

              


      

      
        	
                 

              	
                regular
                  interests, 19

              


      

      
        	
                 

              	
                Regulation
                  AB, 77

              


      

      
        	
                 

              	
                reimbursement,
                  15

              


      

      
        	
                 

              	
                relevant
                  servicer, 36

              


      

      
        	
                 

              	
                Relieved
                  interest, 56

              


      

      
        	
                 

              	
                REMIC,
                  36

              


      

      
        	
                 

              	
                REMIC
                  Provisions, 36

              


      

      
        	
                 

              	
                remittance
                  delinquency, 55

              


      

      
        	
                 

              	
                remittances
                  on affiliated mortgage loans, 52

              


      

      
        	
                 

              	
                remittances
                  on third-party loans, 54

              


      

      
        	
                 

              	
                REO
                  loan, 37

              


      

      
        	
                 

              	
                REO
                  proceeds, 37

              


      

      
        	
                 

              	
                REO
                  property, 37

              


      

      
        	
                 

              	
                Required
                  Amount of Certificates, 37

              


      

      
        	
                 

              	
                reserve
                  fund, 19

              


      

      
        	
                 

              	
                residual
                  certificates, 9

              


      

      
        	
                 

              	
                residual
                  distribution, 15

              


      

      
        	
                 

              	
                residual
                  interest, 20

              


      

      
        	
                 

              	
                Responsible
                  Officer, 37

              


      

      
        	
                 

              	
                retail
                  class,
                  19

              


      

      
        	
                 

              	
                retail
                  reserve fund,
                  19

              


      

      
        	
                 

              	
                S&P,
                  37

              


      

      
        	
                 

              	
                scheduled
                  monthly loan payment, 37

              


      

      
        	
                 

              	
                scheduled
                  principal balance, 37

              


      

      
        	
                 

              	
                scheduled
                  principal payments, 37

              


      

      
        	
                 

              	
                scheduled
                  servicing fee, 37

              


      

      
        	
                 

              	
                Securities
                  Act, 38

              


      

      
        	
                 

              	
                senior
                  classes, 9

              


      

      
        	
                 

              	
                senior
                  to, 38

              


      

      
        	
                 

              	
                Series
                  Terms, 9

              


      

      
        	
                 

              	
                servicing
                  account advances, 55

              


      

      
        	
                 

              	
                servicing
                  accounts, 53

              


      

      
        	
                 

              	
                servicing
                  advances, 38

              


      

      
        	
                 

              	
                Servicing
                  Officer, 38

              


      

      
        	
                 

              	
                Similar
                  Law, 84

              


      

      
        	
                 

              	
                single
                  certificate, 38

              


      

      
        	
                 

              	
                single-pool
                  series, 38

              


      

      
        	
                 

              	
                special
                  hazard loss, 38

              


      

      
        	
                 

              	
                special
                  hazard loss limit, 38

              


      

      
        	
                 

              	
                special
                  hazard percentage, 39

              


      

      
        	
                 

              	
                special
                  servicer, 50

              


      

      
        	
                 

              	
                special
                  servicing agreement, 50

              


      

      
        	
                 

              	
                specially
                  serviced mortgage loans, 50

              


      

      
        	
                 

              	
                Standard
                  Terms, 9

              


      

      
        	
                 

              	
                startup
                  day, 10

              


      

      
        	
                 

              	
                subordinate
                  to, 39

              


      

      
        	
                 

              	
                subordinated
                  classes, 9

              


      

      
        	
                 

              	
                subordinated
                  losses, 39

              


      

      
        	
                 

              	
                subordination
                  depletion date, 39

              


      

      
        	
                 

              	
                subordination
                  level, 14

              


      

      
        	
                 

              	
                substitution
                  adjustment amount, 49

              


      

      
        	
                 

              	
                substitution
                  day, 49

              


      

      
        	
                 

              	
                super
                  senior classes, 19

              


      

      
        	
                 

              	
                super
                  senior support classes, 19

              


      

      
        	
                 

              	
                TAC
                  class, 15

              


      

      
        	
                 

              	
                target
                  rate, 11

              


      

      
        	
                 

              	
                targeted
                  amortization class, 15

              


      

      
        	
                 

              	
                target-rate
                  class, 11

              


      

      
        	
                 

              	
                target-rate
                  class percentage, 39

              


      

      
        	
                 

              	
                target-rate
                  loan, 39

              


      

      
        	
                 

              	
                target-rate
                  strip, 39

              


      

      
        	
                 

              	
                tax
                  matters person, 21

              


      

      
        	
                 

              	
                third-party
                  mortgage loans, 50

              


      

      
        	
                 

              	
                third-party
                  Paying Agent advance, 56

              


      

      
        	
                 

              	
                third-party
                  servicer, 50

              


      

      
        	
                 

              	
                third-party
                  servicer advance, 56

              


      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      


      
        	
                 

              	
                third-party
                  servicing agreement, 50

              


      

      
        	
                 

              	
                third-party
                  servicing fee, 39

              


      

      
        	
                 

              	
                third-party
                  servicing fee rate, 39

              


      

      
        	
                 

              	
                Transfer
                  Instrument, 39

              


      

      
        	
                 

              	
                Trust,
                  9

              


      

      
        	
                 

              	
                Trust
                  Fund, 39

              


      

      
        	
                 

              	
                Trustee,
                  9

              


      

      
        	
                 

              	
                U.S.
                  person, 40

              


      

      
        	
                 

              	
                uncommitted
                  cash, 40

              


      

      
        	
                 

              	
                uncommitted
                  cash advances, 56

              


      

      
        	
                 

              	
                Underwriter,
                  9

              


      

      
        	
                 

              	
                unscheduled
                  principal payments, 40

              


      

      
        	
                 

              	
                upper-tier
                  REMIC, 19

              


      

      
        	
                 

              	
                upper-tier
                  REMIC account, 20

              


      

      
        	
                 

              	
                voluntary
                  advance, 56

              


      

      
        	
                 

              	
                voting
                  interest, 11

              


      

      
        	
                 

              	
                yield
                  protected certificates, 22

              


      



      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      POOLING
        AND SERVICING AGREEMENT

      October
        1, 2007

      


       

      PARTIES

      
        	
                ·

              	
                Citicorp
                  Mortgage Securities, Inc., a Delaware corporation
                  (CMSI)

              


      

       

      
        	
                ·

              	
                CitiMortgage,
                  Inc., a New York corporation
                  (CitiMortgage)

              


      

       

      
        	
                ·

              	
                U.S.
                  Bank National Association, a national banking association, in its
                  individual capacity and as Trustee

              


      

       

      
        	
                ·

              	
                Citibank,
                  N.A., a national banking association, in its individual capacity
                  and as Paying Agent, Certificate Registrar, and Authenticating
                  Agent

              


      

       

      BACKGROUND

      In
        the
        regular course of their business, affiliates of CMSI originate and acquire
        mortgage loans. CMSI, CitiMortgage and the Trustee wish to set forth the
        terms
        and conditions under which the Trust will acquire the mortgage loans listed
        in
        exhibit B, certificates will be issued to holders evidencing ownership interests
        in the Trust Fund, and CitiMortgage will manage and service the mortgage
        loans.

       

      AGREEMENT

      This
        Pooling and Servicing Agreement (this agreement) consists of sections 1
        through 11 (the Standard Terms) and sections 12 and following (the
Series Terms). The Standard Terms follow the Series Terms. If there
        is
        a conflict or inconsistency between the Standard Terms and the Series Terms,
        the
        Series Terms will prevail.

       

      SERIES
        TERMS

       

      
        	
                12

              	
                The
                  series

              


      

       

      12.1
        Establishment

      A
        common
        law trust is established under New York law as of October 1, 2007 (the
cut-off date), to be called the “CMALT (CitiMortgage Alternative Loan
        Trust), Series 2007-A8” (the Trust). CMSI is the settlor of the Trust,
        and U.S. Bank National Association is the trustee (in such capacity, the
        Trustee).

      The
        Trust
        will issue a series of certificates designated as “CMALT (CitiMortgage
        Alternative Loan Trust), Series 2007-A8 REMIC Pass-Through Certificates.” The
        certificates will consist of and be further designated as

      (i)        four
        senior classes of certificates individually designated as

      ·      for
        each integer x, from 1 through 2, inclusive, “Senior Class A-x
        Certificates” (the class A-x certificates or class
        A-x);

      ·      “Senior
        Class A-IO Certificates” (the class A-IO certificates or class
        A-IO);

      ·      “Senior
        Class A-PO Certificates” (the class A-PO certificates or class
        A-PO), and

      (ii)        six
        subordinated classes of certificates designated, for each integer
x, from 1 through 6, inclusive, as “Subordinated Class B-x
        Certificates” (the class B-x certificates or class B-x)
        (together with the senior classes of certificates, the certificates);
        and

      (iii)                  one
        residual interest designated as “Class LR Certificates” (the class LR
        certificates).

      The
        class
        LR certificates constitute the residual certificates.
        (There  are no “Class R Certificates” (the class R
        certificates) or “Class PR Certificates” (the class PR
        certificates).)

      The
        Trustee hereby appoints Citibank, N.A. as Authenticating
        Agent.

      CMSI,
        with the approval of the Trustee, hereby appoints the corporate trust department
        of Citibank, N.A. as Paying Agent and
CertificateRegistrar.

      The
        Mortgage Note Custodian is Citibank, N.A.

      The
        Underwriter for the senior classes (other than the ratio-stripped IO
        class) is


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      Credit
        Suisse Securities (USA) LLC (Credit Suisse Securities). The
        ratio-stripped IO class certificates and the class B certificates will initially
        be transferred to the Sponsor as partial consideration for the purchase of
        the
        mortgage loans by CMSI, and may be sold by the Sponsor or held in its
        portfolio.

      The
        certificates will be first executed, authenticated and delivered on October
        29,
        2007 (the closing date). The closing date will also be the startup
        day.

      The
        25th
        day of each month (or if the 25th is not a business day, the next succeeding
        business day), beginning in November 2007, will be a distribution day.
        The last scheduled distribution day for each class is specified in the
        following table. The latest possible maturity date of each class for
        purposes of section 860G(a)(1) of the Internal Revenue Code and Treasury
        Regulations section 1.860G-1(a)(4)(iii) will be October 25, 2037.

      The
        nationally recognized statistical rating agencies for the senior
        classes are Fitch and S&P; the rating agency for classes B-1 through B-5 is
        S&P.

       

      12.2
        General terms for classes

      The
        classes will have the following initial principal balances, certificate
        rates, and for the subordinated classes, initial target-rate class
        percentages and initial subordination levels:

      


      
        	
                 

                class

                 

              	
                initial
                  principal (or notional) balance

                 

              	
                certificate
                  rate (per annum)

                 

              	
                 

                initial
                  target-rate class percentage (1)

                 

              	
                 

                initial
                  subordination level (2)

                 

              	
                 

                last
                  scheduled distribution day

                 

              
	
                 

                A-1

                 

              	
                 

                $459,715,000.00

                 

              	
                 

                6%

                 

              	
                 

                N/A

                 

              	
                 

                N/A

                 

              	
                 

                October
                  25, 2037

                 

              
	
                 

                A-2

                 

              	
                 

                24,688,000.00

                 

              	
                 

                6%

                 

              	
                 

                N/A

                 

              	
                 

                N/A

                 

              	
                 

                October
                  25, 2037

                 

              
	
                 

                A-PO

                 

              	
                 

                1,177,933.00

                 

              	
                 

                0%
                  (3)

                 

              	
                 

                N/A

                 

              	
                 

                N/A

                 

              	
                 

                October
                  25, 2037

                 

              
	
                 

                A-IO

                 

                 

              	
                 

                488,639,276.93

                (notional)(4)

                 

              	
                 

                Variable
                  (5)

                 

              	
                 

                N/A

                 

              	
                 

                N/A

                 

              	
                 

                October
                  25, 2037

                 

              
	
                 

                B-1

                 

              	
                 

                15,166,000.00

                 

              	
                 

                6%

                 

              	
                 

                2.956700051832%

                 

              	
                 

                2.600142219555%

                 

              	
                 

                October
                  25, 2037

                 

              
	
                 

                B-2

                 

              	
                 

                3,599,000.00

                 

              	
                 

                6%

                 

              	
                 

                0.701646016520%

                 

              	
                 

                1.900103806835%

                 

              	
                 

                October
                  25, 2037

                 

              
	
                 

                B-3

                 

              	
                 

                1,542,000.00

                 

              	
                 

                6%

                 

              	
                 

                0.300621883155%

                 

              	
                 

                1.600170705303%

                 

              	
                 

                October
                  25, 2037

                 

              
	
                 

                B-4

                 

              	
                 

                2,828,000.00

                 

              	
                 

                6%

                 

              	
                 

                0.551335074943%

                 

              	
                 

                1.050098843349%

                 

              	
                 

                October
                  25, 2037

                 

              
	
                 

                B-5

                 

              	
                 

                2,571,000.00

                 

              	
                 

                6%

                 

              	
                 

                0.501231427750%

                 

              	
                 

                0.550015831650%

                 

              	
                 

                October
                  25, 2037

                 

              
	
                 

                B-6

                 

              	
                 

                2,827,711.00

                 

              	
                 

                6%

                 

              	
                 

                0.551278732709%

                 

              	
                 

                N/A

                 

              	
                 

                October
                  25, 2037

                 

              


      

       

      
        	
                 

              	
                ____________

              


      

      
        	
                (1)

              	
                The
                  initial target-rate class percentages
                  are:

              


      

       

      
        	
                senior
                  target-rate classes:

                 

              	
                94.437186813092%

                 

              
	
                subordinated
                  classes:

                 

              	
                5.562813186908%

                 

              


      

      
        	
                (2)

              	
                The
                  initial subordination level for the senior classes is
                  5.550067912057%.

              


      

       

      
        	
                (3)

              	
                Class
                  A-PO is a ratio-stripped PO class and does not bear
                  interest.

              


      

       

      
        	
                (4)

              	
                After
                  the first distribution day, class A-IO will have a notional balance
                  on any
                  distribution day equal to the aggregate scheduled principal balance
                  of the
                  premium loans on the last day of the preceding
                  month.

              


      

       

      
        	
                (5)

              	
                The
                  certificate rate for class A-IO for each month will equal the weighted
                  average pass-through rate of the premium loans on the last day
                  of that
                  month, minus the target-rate. The initial certificate rate for
                  class A-IO
                  is expected to be 0.5386468645% per
                  annum.

              


      

       

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      


       

      12.3
        Target rate

      The
        per
        annum target rate is 6%.

      Each
        class other than any ratio-stripped IO or ratio-stripped PO class is a
target-rate class.

       

      12.4
        Ratio-stripped IO and PO classes

      Class
        A-IO is a ratio-stripped IO class, and class A-PO is a ratio-stripped PO
        class.

       

      12.5
        Loss limits

      There
        is
        no initial special hazard loss limit, initial bankruptcy loss
        limit, or initial fraud loss amount.

       

      12.6
        Denominations

      The
        denominations of

      ·      the
        senior class certificates and the class B-1 through B-3 certificates are
        initial
        principal (or, for any IO classes, notional) balances of $1,000 and any whole
        dollar amount above $1,000,

      ·      the
        class B-4, B-5 and B-6 certificates are $100,000 initial principal balance
        and
        any larger integral multiple of $1,000, and

      ·      the
        residual certificates are percentage interests summing to 100%.

      If
        the
        initial principal or notional balance of a class is not a permitted denomination
        for a certificate of that class, one certificate of the class may be issued
        in a
        different denomination.

       

      12.7
        The mortgage loans

      The
        mortgage loans in the Trust Fund are identified on the mortgage loan schedule.
        The mortgage loans will consist primarily of 20- to 30-year fixed-rate
        conventional one- to four-family mortgage loans.

       

      12.8
        Right to repurchase

      CMSI
        cannot exercise its right to repurchase the mortgage loans pursuant to section
        9.1(a) of the Standard Terms unless

      ·      the
        aggregate scheduled principal balance of the mortgage loans is less than
        $51,411,464.49 at the time of repurchase, and

      ·      if
        there is an insured class outstanding and the exercise of such repurchase
        right
        would result in a draw under any certificate insurance policy, the Insurer
        has
        previously consented.

       

      12.9
        Book-entry and definitive certificates

      All
        senior class certificates (other than the ratio-stripped IO certificates)
        and
        the class B-1 through B-3 certificates will be issued as book-entry
        certificates. Book-entry certificates for a class or a group of classes
        will be represented by one or more certificates issued in the name of a
        depository. The ratio-stripped IO certificates, the class B-4 through B-6
        certificates, and the residual certificates will be issued in fully registered
        certificated form (definitive certificates).

       

      12.10
        Voting interests 

      Each
        IO
        class will have a 1% voting interest. The remaining voting interest
        will be allocated to the other classes in proportion to their principal
        balances. The voting interest of any class will be allocated among the
        certificates of the class in proportion to the certificates’ principal or
        notional balances, except that an Insurer will be entitled to the voting
        interest of an insured class for as long as the insured class is outstanding
        and
        the Insurer is not in default.

       

      12.11
        Cash deposit

      No
        cash
        will be deposited into the certificate account on the closing date.

       

      
        	
                13

              	
                Principal
                  balances

              


      

       

      13.1
        Class balances

      Each
        class that is not an IO class will have a principal balance, and each
        IO class will have a notional balance. The principal or notional
        balance of multiple classes (e.g., the senior


      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      classes)
        is the aggregate of the principal or notional balances of those
        classes.

      The
        initial principal or notional balance for each class is stated in “The series –
General terms for classes” above. The principal balance of each class that is
        not an IO class will be adjusted on each distribution day, as described in
        “Adjustments to class balances” below.

      The
        notional balance of a ratio-stripped IO class for any distribution day after
        the
        initial distribution day will equal the aggregate scheduled principal balance
        of
        the premium loans of the related pool on the last day of the preceding
        month.

      The
        notional balance of each IO class that is not a ratio-stripped IO class will
        be
        adjusted on each distribution day as described in “The series – General terms
        for classes” above.

       

      13.2
        Certificate balances

      The
        sum
        of the initial principal or notional balances stated on the certificates
        of each
        class will equal the initial principal or notional balance of the
        class.

      Except
        as
        may be provided in “Retail classes” below, the principal or notional balance of
        each certificate will equal its proportionate share, based on the initial
        principal or notional balances stated on the certificates of the class, of
        the
        principal balance or notional balance of the class to which the certificate
        belongs.

       

      
        	
                14

              	
                Allocations

              


      

       

      14.1
        Interest allocations

      Beginning
        on the cut-off date, each class (other than any PO class) will accrue interest
        for each month on its principal or notional balance at the certificate rate
        for
        the class stated in “The series – General terms for classes” above. In
        calculating accrued interest,

      ·      a
        class’s principal or notional balance on the last day of a month will be
        considered to be the class’s principal or notional balance on every day of the
        month, and

      ·      interest
        for a month will be calculated at 1/12 of the certificate rate, regardless
        of
        the number of days in the month.

      Example:
        Suppose that on January 1, a class has a principal balance of $1,020,000
        and a
        certificate rate of 6% per annum. On the January distribution day, the class’s
        principal balance is reduced by $20,000. As a result, the principal balance
        of
        the class on January 31 is $1 million. Then the interest accrued for the
        class
        during January (which is paid on the February distribution day) is 1/12 of
        6% of
        $1 million = $5,000; that the principal balance of the class was greater
        than $1
        million before the January distribution day, and that January has 31 days,
        are
        irrelevant.

      A
        class’s
interest allocation for a distribution day is the sum of

      ·      the
        class’s current interest allocation for the distribution day,
        consisting of the class’s accrued interest for the preceding month
minus the class’s proportionate share, based on accrued interest, of
        (1) any non-supported prepayment interest shortfall, and (2) the
        interest portion of any non-subordinated losses, for the preceding
        month,

      ·      plus
        any excess of the class’s interest allocation for the preceding
        distribution day over the interest distributed to the class on that preceding
        distribution day (the interest allocation carryforward from that
        distribution day). (If the class is an insured class, for purposes of
        calculating allocations and distributions to the class, the interest allocation
        carryforward from a distribution day will be reduced by any payments to the
        class from the Insurer relating to the interest allocation carryforward,
        but
        will not be so reduced for purposes of effecting the


      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      Insurer’s
        subrogation rights relative to the interest portion of any insured
        payment.)

       

      14.2 
        Principal allocations

      The
        principal allocation for a distribution day is:

      (a)
        for any ratio-stripped PO class, the sum for that distribution day of scheduled
        and unscheduled principal payments on its PO strip for that distribution
        day.

      (b)
        for the senior target-rate classes collectively, the
        sum for that distribution day of

      ·      the
        target-rate class percentage for the senior target-rate classes of scheduled
        principal payments on the target-rate strip, and

      ·      all
        unscheduled principal payments on the target-rate strip allocated to the
        senior
        target-rate classes pursuant to “ – Unscheduled principal” below.

      The
        principal allocation for the senior target-rate classes will be allocated
        among
        the individual senior target-rate classes pursuant to “Allocations among the
        senior classes” below.

      (c)
        for each subordinated class,

      ·      the
        class’s target-rate class percentage of scheduled principal payments on the
        target-rate strip for that distribution day,

      ·      plus
        the class’s proportionate share, based on the principal balances of the
        subordinated classes, of unscheduled principal payments on the target-rate
        strip
        for that distribution day that are not allocated to the senior target-rate
        classes pursuant to the preceding paragraph (b),

      ·      plus
        or minus any amounts that are reallocated to or from the class pursuant
        to “– Maintenance of subordination” below.

       

      14.3
        Unscheduled principal

      For
        each
        distribution day, the following percentage of unscheduled principal payments
        on
        the target-rate strip received during the preceding month will be allocated
        to
        the senior target-rate classes:

      ·      100%
        if the target-rate class percentage for all the senior target-rate classes
        on
        the distribution day exceeds the initial target-rate class percentage for
        all
        the senior target-rate classes.

      ·      otherwise,
        and subject to the following proviso, the sum of (1) the target-rate class
        percentage for the senior target-rate classes, plus (2) the following
        percentage of the target-rate class percentage for the subordinated
        classes:

      
        	
                 

                distribution
                  days

              	
                 

                percentage

              
	
                1
                  through 60

              	
                 100%

              
	
                61
                  through 72

              	
                 70%

              
	
                73
                  through 84

              	
                 60%

              
	
                85
                  through 96

              	
                 40%

              
	
                97
                  through 108

              	
                 20%

              
	
                109
                  and after

                 

              	
                 0%

                 

              


      

      provided,
        that

      ·      if
        the distribution day is one on which the percentage shown in the preceding
        table
        is to be reduced – that is, the 61st, 73rd, 85th 97th or 109th distribution day
– and either the cumulative loss test or the delinquency test described below
        are not satisfied, then the percentage will not be reduced on that distribution
        day or on any subsequent distribution day until both the cumulative loss
        and
        delinquency tests are passed, and

      ·      if
        the cumulative loss test is not satisfied for a distribution day, the percentage
        of unscheduled principal payments allocated to the senior target-rate classes
        will be the greater of the percentage of unscheduled principal payments
        allocated to the senior target-rate classes for that distribution day calculated
        in accordance with the preceding rules of this section, or the percentage
        of
        unscheduled principal payments allocated


      
        
           

        

        
          13

          
            

          

        

        
           

        

      


      to
        the
        senior target-rate classes for the preceding distribution day.

      The
        cumulative loss test is satisfied for a distribution day if cumulative
        realized losses through that distribution day do not exceed the following
        percentages of the initial principal balance of the subordinated
        classes:

      
        	
                 

                distribution
                  days

              	
                 

                percentage
                  of initial principal balance of subordinated
                  classes

              
	
                61
                  through 72

              	
                 30%

              
	
                73
                  through 84

              	
                 35%

              
	
                85
                  through 96

              	
                 40%

              
	
                97
                  through 108

              	
                 45%

              
	
                109
                  and after

              	
                 50%

              


      

       

      The
        delinquency test is satisfied for a distribution day if CitiMortgage
        certifies to the Trustee that the average of the aggregate scheduled principal
        balance of mortgage loans delinquent 60 days or more (including, for this
        purpose, mortgage loans in foreclosure and REO property) for that distribution
        day and the preceding five distribution days is either (1) less than 50% of
        the average of the principal balance of the subordinated classes for those
        distribution days, or (2) less than 2% of the average scheduled principal
        balance of all of the mortgage loans for those distribution days.

      If
        there
        are composite and component subordinated classes, only the composite
        subordinated classes are considered in the cumulative loss and delinquency
        tests.

      For
        purposes of the cumulative loss and delinquency tests,

      ·      any
        principal or interest amounts forgiven pursuant to section 3.19, “Loan
        modifications,” will be considered a realized loss, and

      ·      a
        mortgage loan that is delinquent 60 days of more, and while so delinquent
        is
        modified pursuant to section 3.19, “Loan modifications,” will be considered to
        remain delinquent 60 days or more until the first anniversary of the effective
        date of the modification, even if the loan is not delinquent 60 days or more
        under its modified terms.

       

      14.4
        Maintenance of subordination

      The
        subordination level for a class (other than a ratio-stripped IO class)
        is the sum of the class percentages of all classes that are subordinate to
        that
        class. If a class’s subordination level on the day before a distribution day is
        less than the class’s initial subordination level, then the class will have an
impaired subordination level on that distribution day.

      If
        a
        subordinated class has an impaired subordination level on a distribution
        day,
        then all principal originally allocated to the subordinated classes will
        be
        allocated to the most senior of the subordinated classes with an impaired
        subordination level and to those subordinated classes that are senior to
        the
        impaired class, in proportion to their principal balances, up to those classes’
principal balances, and any remainder will be allocated to the remaining
        subordinated classes, in order of seniority, up to those classes’ principal
        balances.

      Example:
        Suppose that on a distribution day, (a) each of classes B-1 through B-6 had
        a principal balance on the preceding day of $1,000, (b) the aggregate
        principal allocation to the subordinated classes is $3,120, and (c) class
        B-2 has an impaired subordination level. Then on that distribution
        day

      (1) the
        entire amount allocated to the subordinated classes will be allocated to
        classes
        B-1 and B-2, in proportion to their principal balances, up to their principal
        balances, and

      (2) $1,000
        of the remaining $1,120 will be allocated to class B-3, reducing its principal
        balance to zero, and


      
        
           

        

        
          14

          
            

          

        

        
           

        

      


      (3)
        the remaining $120 will be allocated to class B-4.

       

      
        	
                15

              	
                Allocations
                  among the senior classes

              


      

       

      15.1
        Order of allocation among senior target-rate classes

      On
        each
        distribution day the aggregate scheduled and unscheduled principal allocated
        to
        the senior target-rate classes will be allocated to classes A-1 and A-2 in
        proportion to their principal balances until their principal balances are
        reduced to zero.

       

      15.2
        NAS classes

      There
        are
        no non-accelerated senior, or NAS classes.

       

      15.3
        PAC classes

      There
        are
        no planned amortization (or PAC)
classes.

       

      15.4
        TAC classes

      There
        are
        no targeted amortization (or TAC)
classes.

       

      
        	
                16

              	
                Distributions

              


      

       

      16.1
        Types of distributions

      Each
        distribution will be either an interest distribution, a principal
        distribution, a reimbursement, or a residual
        distribution, as described in “– Distribution priorities”
below.

       

      16.2
        Accrual and accrual directed classes

      There
        are
        no accrual classes or accrual directed classes.

       

       

      16.3
        Distribution priorities

      Subject
        to section 18, “loss recoveries,” on each distribution day, the pool
        distribution amount will be first distributed to any Insurer to pay any
        insurance premium, and then to the outstanding classes in the following priority
        (and, if there are any insured classes, the insured payment and amounts
        withdrawn from the reserve fund will be applied to make payments to the insured
        class certificates as provided in “Insured classes” below):

      (1) To
        each senior class, first, its current interest allocation for that
        distribution day, and second its interest allocation carryforward from
        the preceding distribution day, except that an accrual class’s interest
        distributions may be redirected as described in “– Accrual and accrual directed
        classes” above. Distributions of current allocations among the senior classes
        will be in proportion to current interest allocations for, and distributions
        of
        interest allocation carryforwards will be in proportion to interest allocation
        carryforwards to, that distribution day.

      (2) (a) To
        any ratio-stripped PO class, principal up to its principal allocation for
        that
        distribution day, and (b) to the senior target-rate classes, principal up
        to their aggregate principal allocation for that distribution day, to be
        distributed to the senior target-rate classes in the priorities described
        in
“Allocations among the senior classes – Order of allocation among senior
        target-rate classes” above.

      (3) To
        each subordinated class, in order of seniority, first, interest up to
        its interest allocation for that distribution day, and second,
        principal up to its principal allocation for that distribution day,
        except that a subordinated class’s principal distribution may be used to
        reimburse a ratio-stripped PO class, as described in the following
        paragraph.

      (4) Principal
        distributed to the subordinated classes under the preceding paragraph will
        be
        used to reimburse a ratio-stripped PO class up to the amount of (a) any
        realized subordinated losses


      
        
           

        

        
          15

          
            

          

        

        
           

        

      


      previously
        allocated to the ratio-stripped PO class, and (b) any reduction to the
        ratio-stripped PO class’s principal balance to reflect the excess of
        (i) the aggregate principal allocations to the ratio-stripped PO class over
        (ii) the aggregate principal distributions to the ratio-stripped classes,
        as described in “Adjustments to class balances” below, to the extent that such
        losses and reductions were not previously reimbursed under this paragraph
        (4) or
“Loss recoveries” below. Such reimbursements will be taken from distributions to
        the subordinated classes in order of subordination.

      (5) To
        each class, in order of seniority, a reimbursement of any reduction to the
        classes’ principal balances to reflect the excess of (a) the aggregate
        principal allocations to the classes over (b) the aggregate principal
        distributions to the classes, as described in “Adjustments to class balances”
below, to the extent such reductions were not previously reimbursed. Classes
        with equal seniority will share in the reimbursement in proportion to such
        unreimbursed reductions.

      (6) To
        the residual certificates, a residual distribution of the remaining pool
        distribution amount.

      A
        class
        that is no longer outstanding cannot receive a distribution.

      Notwithstanding
        anything to the contrary in this agreement, no distribution will be made
        to a
        subordinated class on a distribution day if on that distribution day the
        principal balance of a more senior class would be reduced by any part of
        the
        principal portion of a realized subordinated loss.

       

      16.4
        Distributions to certificate holders

      On
        each
        distribution day, distributions to a class will be distributed to the holders
        of
        the certificates of the class in proportion to the principal or notional
        balances of their certificates.

       

      16.5
        Final distribution on the residual certificates 

      Upon
        termination of the Trust in accordance with section 9.1, “Termination upon
        repurchase by CMSI or liquidation of all mortgage loans,” any class PR
        certificates, and if there are no class PR certificates, the LR certificates
        will receive all amounts remaining in the certificate account and in any
        retail
        reserve fund after all required distributions on the certificates, and any
        required distributions to any Insurer, have been made.

       

      16.6
        Wire transfer eligibility

      The
        minimum number of single certificates eligible for wire transfer on each
        distribution day, for the certificates, is 1,000 (representing a $1,000,000
        initial principal balance or initial notional balance) and, for the residual
        certificates, a 100% percentage interest.

       

      
        	
                17

              	
                Adjustments
                  to class balances

              


      

      On
        each
        distribution day, the principal balance of each class that is not an IO class
        will be adjusted, in the following order, as follows:

      (1) The
        principal balance of any ratio-stripped PO class will be reduced by realized
        losses on its PO strip for the preceding month.

      (2) The
        aggregate principal balance of the target-rate classes will be reduced by
        the
        principal portion of realized non-subordinated losses on the target-rate
        strip
        for the preceding month. The reduction will first be allocated between the
        subordinated classes, collectively, and the senior target-rate classes,
        collectively, in proportion to aggregate principal balances. The reduction
        for
        the subordinated classes will be


      
        
           

        

        
          16

          
            

          

        

        
           

        

      


      allocated
        to the individual subordinated classes in proportion to their principal
        balances. The reduction for the senior target-rate classes will be allocated
        to
        the individual senior target-rate classes in proportion to their principal
        balances, except that the principal balance of an accrual class will be
        deemed to be the lesser of its principal balance or its initial principal
        balance.

      (3) To
        the extent that on the distribution day an interest distribution to an accrual
        class is redirected to an accrual directed class, the principal balance of
        the
        accrual class will be increased.

      (4) The
        principal balance of each class will be reduced by its principal distributions
        for that distribution day, including

      
        	
                 

              	
                (a) principal
                  distributions to an accrual directed class that are redirected
                  from
                  interest distributions to an accrual class,
                  and

              


      

      
        	
                 

              	
                (b) principal
                  distributions to a subordinated class, even if part or all of those
                  principal distributions are, pursuant to section 16.3(4), used
                  to
                  reimburse a ratio-stripped PO
                  class.

              


      

      However,
        any portion of an accrual class’s interest distribution that, on the
        distribution day before the class’s accrual termination day, is distributed as
        principal to the accrual class itself, will neither increase nor decrease
        the
        class’s principal balance.

      (5) The
        aggregate principal balance of the target-rate classes will be reduced by
        the
        principal portion of realized subordinated losses on the target-rate strip
        for
        the preceding month. The reductions will be applied first to the subordinated
        classes in order of subordination, in each case until the principal balance
        of
        the class is reduced to zero. If the realized subordinated losses exceed
        the
        principal balance of the subordinated classes, the principal balance of the
        senior target-rate classes will be reduced by the amount of the excess. The
        excess will be allocated among the senior target-rate classes in proportion
        to
        their principal balances, except that for this allocation, the
        principal balance of an accrual class will be deemed to be the lesser of
        its
        principal balance or its initial principal balance.

      (6) The
        principal balance of any ratio-stripped PO class will be reduced by the excess
        of (a) the class’s principal allocation over (b) the class’s principal
        distribution for that distribution day.

      (7) The
        principal balance of each target-rate class will be reduced, in order of
        subordination, in an aggregate amount equal to the excess of (a) the
        aggregate principal allocations to the target-rate classes over (b) the
        aggregate principal distributions to the target-rate classes. Classes of
        equal
        seniority will share in such reduction in proportion to the amounts by which
        the
        principal allocation to each such class exceeded its principal distribution.
        However, principal balances will not be reduced to the extent that such excess
        was due to

      ·      a
        reduction of interest payments resulting from modification of a mortgage
        loan
        pursuant to section 3.19, or

      ·      withdrawals
        from the certificate account pursuant to section 3.8(a)(ii)(C) to reimburse
        CitiMortgage for capitalized reimbursement amounts.

      For
        purposes of the preceding paragraphs (1) through (7),

      ·      the
        principal portion of a debt service reduction will not be considered a realized
        loss, and

      ·      references
        to the class principal balances in any paragraph mean the
        principal


      
        
           

        

        
          17

          
            

          

        

        
           

        

      


      balances
        after the adjustments required by the preceding numbered
        paragraphs.

      Where
        the
        principal balance of a class is reduced due to a realized loss under the
        preceding paragraphs (1), (2) or (5), the loss will be said to be allocated
        to
        the class (an allocated loss) to the extent of the
        reduction.

      The
        principal balance of a class may not be adjusted upward to reflect

      ·      a
        capitalized reimbursement amount on a mortgage loan, or

      ·      for
        a ratio-stripped PO class, a modification of a mortgage loan pursuant to
        section
        3.19.

       

      
        	
                18

              	
                Loss
                  recoveries

              


      

      The
        following rules for loss recoveries supersede any conflicting rules in
“Distributions” or “Adjustments to class balances” above.

      On
        each
        distribution day, the amount of any loss recovery for the preceding month
        will
        be distributed as follows:

      First,
        to each senior class to the extent of and in proportion to its aggregate
        realized losses for that and all preceding months that were not previously
        reimbursed under this paragraph or, for a ratio-stripped PO class, paragraph
        4
        of “Distributions — Distribution priorities” above.

      Second,
        to the target-rate classes in the same manner as a distribution of unscheduled
        principal.

      Distributions
        made pursuant to paragraph First above will not result in any
        adjustments to class balances, but distributions made pursuant to paragraph
        Second above will result in the normal adjustments to the class
        balances described in paragraph 4 of “Adjustments to class balances”
above.

      The
        principal balances of the subordinated classes will be increased in order
        of
        seniority to the extent of their aggregate realized losses for that and all
        preceding months that were not previously reimbursed under this paragraph,
        up to
        an aggregate amount for all subordinated classes equal to the loss recovery
        less
        the amounts distributed to the senior classes under paragraph First
        above.

      Example:
        In May, there is a $1,000 loss recovery. On the June distribution day, prior
        to
        any distributions or adjustments, the senior classes have aggregate unreimbursed
        losses of $100 of losses that were not subject to subordination and the
        subordinated classes have aggregate unreimbursed losses of $700. (Unreimbursed
        losses can be less than the recovery if some classes that previously absorbed
        losses are no longer outstanding.) Then on the June distribution
        day,

      1        $100
        of the loss recovery will be distributed to the senior classes to reimburse
        them
        for previously allocated losses, but the distribution will not reduce the
        principal balances of the senior classes.

      2        The
        remaining $900 of the loss recovery will be distributed to the target-rate
        classes in the same manner as unscheduled principal, and class balances will
        be
        reduced by the amount of the distributions.

      3        The
        principal balances of the subordinated classes will be increased by $700,
        in
        order of seniority up to the amount of unreimbursed losses.

      If
        expenses on the liquidated loans for any month exceed the amounts recovered
        on
        the liquidated loans for the month, the excess will be treated as a realized
        loss on the mortgage loans.

       

      
        	
                19

              	
                Additional
                  structuring features

              


      

      The
        preceding provisions for allocations and distributions, and for adjustments
        to
        class balances, are subject to the following sections on LIBOR classes,
        composite and


      
        
           

        

        
          18

          
            

          

        

        
           

        

      


      component
        classes, multiple-pool series, retail classes, and insured classes.

       

      
        	
                20

              	
                LIBOR
                  classes

              


      

      There
        are
        no LIBOR classes.

       

      
        	
                21

              	
                Composite
                  and component classes

              


      

      There
        are
        no composite classes or component classes.

       

      
        	
                22

              	
                Multiple-pool
                  series

              


      

      This
        is
        not a multiple-pool series.

       

      
        	
                23

              	
                Super
                  senior and super senior support
                  classes

              


      

      The
        following table lists the super senior classes, and their related
super senior support classes and the support amount for each super
        senior class:

      
        	
                 

                Super
                  senior class

              	
                 

                Super
                  senior support class

              	
                 

                Support
                  amount

              
	
                A-1

                 

              	
                A-2

                 

              	
                $24,688,000

                 

              


      

      After
        the
        subordination depletion date, losses (other than non-subordinated losses)
        on a
        target-rate strip that would otherwise reduce the principal balance of a
        super
        senior class will instead reduce the principal balance of the related super
        senior support class up to any support amount shown above for the
        class.

      For
        these
        purposes, the principal balance of a super senior support class on a
        distribution day will be determined after giving effect to the adjustments
        described in paragraphs (2) through (5) of section 17, “Adjustments to class
        balances,“ for that distribution day (which include the reductions for
        non-subordinated losses, principal distributions and realized subordinated
        losses), but before the adjustments required by this section 23.

       

      
        	
                24

              	
                Retail
                  classes

              


      

      There
        are
        no retail classes. There is no retail reserve
        fund.

       

      
        	
                25

              	
                Insured
                  classes

              


      

      There
        are
        no insured classes. There is no Insurer, certificate
        insurance policy, insurance premium, or reserve
        fund.

       

      
        	
                26

              	
                Advance
                  account

              


      

      There
        is/are no advance account, advance account advances,
advance account available advance amount, advance account
        depository, advance account depository agreement, advance
        account funding date, or advance account trigger date, Paying
        Agent failure, or Paying Agent failure advance.

       

      
        	
                27

              	
                REMIC
                  provisions 

              


      

       

      27.1
        Constituent REMICs

      CMSI
        and
        the Trustee will make the appropriate elections to treat the Trust Fund,
        and the
        affairs of the Trust Fund will be conducted so as to qualify the Trust Fund,
        for
        federal income tax purposes as a single constituent REMIC–
the lower-tier REMIC. The lower-tier REMIC will be the
        applicable constituent REMIC for purposes of section 3.22.
        There is no pooling REMIC or upper-tier REMIC.

      The
        assets of the lower-tier REMIC will consist of the mortgage loans, such amounts
        as may from time to time be held in the certificate account and any retail
        reserve fund, any insurance policies relating to a mortgage loan, and property
        that secured a mortgage loan and that has been acquired by foreclosure or
        deed
        in lieu of foreclosure and all proceeds thereof. Classes A-1 through A-2,
        A-PO,
        A-IO, and B-1 through B-6 are designated as the regular interests in
        the lower-tier REMIC within the meaning of Internal Revenue Code Section
        860G(a)(1). Class LR is designated as the residual
        interest


      
        
           

        

        
          19

          
            

          

        

        
           

        

      


      in
        the
        lower-tier REMIC within the meaning of Internal Revenue Code Section
        860G(a)(2).

       

      27.2
        The class P and class L regular interests

      There
        are
        no uncertificated class P regular interests. There are no
        uncertificated class L regular interests.

       

      27.3
        Principal balances and certificate rates for class L regular
        interests

      Not
        applicable.

       

      27.4
        Principal distributions and loss allocations to class L and class P regular
        interests

      Not
        applicable.

       

      27.5
        Interest distributions to class L and class P regular
        interests

      Not
        applicable.

       

      27.6
        REMIC accounts and distributions

      (a)
        CitiMortgage, the Trustee and the Paying Agent will

      ·      perform
        their duties in a manner consistent with the REMIC provisions of the Internal
        Revenue Code, and will not knowingly take or fail to take any action that
        would
        adversely affect the continuing treatment of the Trust Fund as segregated
        asset
        pools and the treatment of each such segregated asset pool as a REMIC or
        would
        result in the imposition of a tax on the Trust Fund, or any constituent REMIC,
        and

      ·      carry
        out their covenants in this agreement and the elections and reporting required
        in section 3.15 on behalf of each constituent REMIC, including maintaining
        the
        following segregated accounts:

      ·        the
        certificate account,

      ·        if
        there is a pooling REMIC, a pooling REMIC account,

      ·        a
        lower–tier REMIC account, and

      ·        if
        there is an upper-tier REMIC, an upper-tier REMIC
        account.

      Any
        pooling REMIC account, the lower-tier REMIC account, and any upper-tier REMIC
        account will be established in the same manner as the certificate
        account.

      CitiMortgage,
        on behalf of the Trustee, will deposit daily in the certificate account in
        accordance with section 3.3 all remittances received by it, any amounts required
        to be deposited in the certificate account pursuant to section 3.2, all other
        deposits required to be made to the certificate account other than those
        amounts
        specifically designated to be deposited in any pooling REMIC account, the
        lower-tier REMIC account, or any upper-tier REMIC account in this section,
        “REMIC accounts and distributions,” and all investments made with moneys on
        deposit in the certificate account, including all income or gain from such
        investments, if any. Funds on deposit in the certificate account will be
        held
        and invested in accordance with the applicable provisions of section 3.2
        and
        3.21. Distributions from the certificate account will be made in accordance
        with
        sections 3.6, 3.8 and these Series Terms to make payments in respect of the
        regular and residual interests in any pooling REMIC, the lower-tier REMIC,
        and
        any upper-tier REMIC and to pay servicing fees in accordance with section
        3.6(h)
        and any insurance premium.

      Notwithstanding
        anything herein to the contrary, regular and residual interests in any pooling
        REMIC, the lower-tier REMIC, and any upper-tier REMIC will not receive
        distributions directly from the certificate account. On each distribution
        day,

      ·      if
        there is a pooling REMIC, CitiMortgage, on behalf of the Trustee, will withdraw
        from the certificate account and deposit by 12 noon in the pooling REMIC
        account
        all distributions to be made on such distribution day in respect of interest
        on
        or


      
        
           

        

        
          20

          
            

          

        

        
           

        

      


      in
        reduction of the principal balance of any class P regular interests,
        and

      ·      if
        there is no pooling REMIC, CitiMortgage, on behalf of the Trustee, will withdraw
        from the certificate account and deposit by 12 noon in the lower-tier REMIC
        account all distributions to be made on such distribution day in respect
        of
        interest on or in reduction of the principal balance of the regular interests
        in
        the lower-tier REMIC.

      If
        there
        is an upper-tier REMIC, CitiMortgage, on behalf of the Trustee, will immediately
        thereafter withdraw from the lower-tier REMIC account and deposit in the
        upper-tier REMIC account all distributions to be made on such distribution
        day
        in respect of interest on or in reduction of the principal balance of any
        class
        L regular interests.

      The
        Trustee will cause to be distributed from the lower-tier REMIC account and
        any
        upper-tier REMIC account, to the extent funds are on deposit therefor, all
        amounts required to be distributed with respect to the regular and residual
        interests in the lower-tier REMIC and any upper-tier REMIC as specified in
        these
        Series Terms.

      To
        the
        extent that any part of the lower-tier REMIC account or any upper-tier REMIC
        account is designated in these Series Terms as an investment account, the
        provisions in section 3.20 applicable to the investment of funds will apply
        to
        such REMIC accounts. In addition, section 3.3(a) regarding commingling will
        apply to such REMIC accounts.

      (b) CitiMortgage
        will maintain books for constituent REMICs on a calendar year taxable year
        and
        on the accrual method of accounting.

      (c) The
        Trustee will not create, or permit the creation of, any “interests” in any
        constituent REMIC within the meaning of Internal Revenue Code Section 860D(a)(2)
        other than the interests represented by the certificates or, if there are
        multiple REMICs, the uncertificated regular interests in any pooling REMIC
        or
        (if there is an upper-tier REMIC) the lower-tier REMIC.

      (d) Except
        as otherwise provided in the Internal Revenue Code, CitiMortgage will not
        grant,
        and neither CitiMortgage nor the Trustee will accept, property unless
        (i) substantially all of the property held by each constituent REMIC
        constitutes either “qualified mortgages” or “permitted investments” as defined
        in Internal Revenue Code Sections 860G(a)(3) and (5), respectively, and
        (ii) no property will be granted to a constituent REMIC after the startup
        day, unless the grant would not subject the constituent REMIC to the 100%
        tax on
        contributions to a REMIC after the startup day imposed by Internal Revenue
        Code
        Section 860G(d).

      (e)
        The
        Trustee will not accept on behalf of the Trust Fund or a constituent REMIC
        any
        fee or other compensation for services and will not accept on behalf of the
        Trust Fund any income from assets other than those permitted to be held by
        a
        REMIC.

      (f) Neither
        CitiMortgage nor the Trustee will sell or permit the sale of all or any portion
        of the mortgage loans, or of an Eligible Investment held in the certificate
        account or in any REMIC account (other than in accordance with sections 2.2,
        2.3, 2.4 and 3.20(a)) unless such sale is pursuant to a “qualified liquidation”
as defined in Internal Revenue Code Section 860F(a)(4)(A) and is in accordance
        with section 9.1.

       

      27.7
        Tax matters person

      If
        in any
        taxable year there will be more than one holder of any class of residual
        certificates, a tax matters person may be designated for the related
        REMIC, who will have the same duties for the related REMIC


      
        
           

        

        
          21

          
            

          

        

        
           

        

      


      as
        those
        of a “tax matters partner” under Subchapter C of Chapter 63 of Subtitle F of the
        Internal Revenue Code, and who will be, in order of priority,
        (i) CitiMortgage or an affiliate of CitiMortgage, if CitiMortgage or such
        affiliate is the holder of a residual certificate of the related REMIC at
        any
        time during the taxable year or at the time the designation is made,
        (ii) if CitiMortgage is not a holder of a residual certificate of the
        related REMIC at the relevant time, CitiMortgage as agent for the holder
        of the
        residual certificate of the related REMIC, if the designation is permitted
        to be
        made under the Internal Revenue Code, or (iii) the holder of a residual
        certificate of the related REMIC or person who may be designated a tax matters
        person in the same manner in which a tax matters partner may be designated
        under
        applicable Treasury Regulations, including Treas­ury Regulations
§ 1.860F-4(d) and tem­porary Treasury Regulations
§ 301.­6231­(a)­(7)-1T.

       

      
        	
                28

              	
                Yield
                  maintenance agreement 

              


      

      There
        are
        no classes of yield protected certificates.

       

      
        	
                29

              	
                Notice
                  addresses

              


      

      Notices
        should be sent:

      To
        the
        Trustee at its corporate trust office at One Federal Street, 3rd Floor, Boston,
        Massachusetts 02110, Attention: Corporate Trust Services.

      To
        CMSI
        at Citicorp Mortgage Securities, Inc., 1000 Technology Drive, O’Fallon, Missouri
        63368, Attention: Daniel P. Hoffman.

      To
        CitiMortgage at CitiMortgage, Inc., 1000 Technology Drive, O’Fallon, Missouri
        63368, Attention: Daniel P. Hoffman.

      To
        S&P at 55 Water Street, 41st Floor, New York, New York 10041, Attention:
        RMBS Surveillance.

      To
        Moody’s at 99 Church Street, New York, New York 10007.

      To
        Fitch
        at Residential Mortgage Pass-Through Monitoring, Fitch Ratings, One State
        Street
        Plaza, 30th Floor, New York, New York 10004.

      To
        Citibank, N.A. at (a) for certificate transfer and presentment of
        certificates for final distribution, at 111 Wall Street, 15th floor, New
        York,
        NY 1005, Attention: 15th floor window, and (b) for all other purposes, at
        388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency and
        Trust, CMSI.

      To
        the
        Mortgage Note Custodian at Citibank, N.A., 5280 Corporate Drive, M/C 0005,
        Frederick, Maryland 21703, Attention: Loretta Badgett.

      To
        any
        Insurer, at the address given for the Insurer in the first paragraph of “Insured
        classes” above.

      The
        Paying Agent, any Insurer, CMSI and CitiMortgage may each change their address
        for notices by written notice to the others. The Trustee may change its
        corporate trust office by written notice to CMSI, CitiMortgage, any Insurer,
        and
        all certificate holders.

      Notwithstanding
        anything to the contrary herein, any and all email communications (both text
        and
        attachments) by or from the Paying Agent that the Paying Agent in its sole
        discretion deems to contain confidential, proprietary, and/or sensitive
        information will be encrypted. The recipient (the Email Recipient) of
        the email communication will be required to complete a one-time registration
        process. Instructions on how to register and/or retrieve an encrypted message
        will be included in the first secure email sent by the Paying Agent to the
        Email
        Recipient. Additional information and assistance on using the Paying
        Agent’s


      
        
           

        

        
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      encryption
        technology can be found at the Paying Agent’s website
        www.citigroup.com/­citigroup/­citizen/privacy/email.htm or by calling
        (866) 535-2504 (in the U.S.) or (904) 954-6181 at any time.

       

      
        	
                30

              	
                Initial
                  Depositories

              


      

      The
        initial Depository for the certificate and servicing accounts for the mortgage
        loans will be Citibank, N.A.



      
        
           

        

        
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      STANDARD
        TERMS

       

      1
Definitions
        and
        usages

       

      1.1
        Defined terms

      In
        this
        agreement, the following words and phrases have the following
        meanings:

      accrual
        termination day: For an accrual class, the earlier of (1) the first
        distribution day on which the principal balance of each of its accrual directed
        classes on the preceding day is zero, or (2) the subordination depletion
        date.

      affiliate:
        For a specified person, any other person that controls, is controlled by
        or is
        under common control with the specified person. In this definition, “control” of
        a specified person means the power to direct the management and policies
        of the
        person, directly or indirectly, whether through the ownership of voting
        securities, by contract or otherwise; and the terms “controlling” and
“controlled” have correlative meanings.

      affiliated
        servicing fee rate: 0.25% per annum. The monthly affiliated
        servicing fee rate is one-twelfth of the affiliated servicing fee
        rate.

      aggregate
        outstanding advances: For a determination date, the aggregate of net
        servicing account advances, net voluntary advances, net Paying Agent advances
        and advance account advances made from the cut-off date to the determination
        date, plus any uncommitted cash advances to be made on the next distribution
        day.

      appraisal:
        For a mortgage loan, the appraisal conducted in connection with the origination
        of the mortgage loan, whether originated upon the purchase of the related
        mortgaged property or in connection with a refinancing.

      Authorized
        Officer: For CitiMortgage or CMSI, the Chairman of the Board of Directors,
        the President, any Executive Vice President, Senior Vice President, Vice
        President, Assistant Vice President, Controller, Assistant Controller,
        Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, or any
        other
        natural person designated in an officer’s certificate signed by any of the
        foregoing officers and furnished to the Trustee and, solely in the case of
        a
        statement given pursuant to section 3.22, any Servicing Officer.

      Bankruptcy
        Code: The United States Bankruptcy Code of 1978.

      bankruptcy
        coverage termination date: If there is a bankruptcy loss limit, the
        distribution day on which the bankruptcy loss limit has been reduced to zero
        or
        a negative number (or the subordination depletion date, if
        earlier).

      bankruptcy
        loss: For a mortgage loan, (1) a debt service reduction or (2) a
        deficient valuation, unless, in either case, CitiMortgage has notified
        the Trustee that CitiMortgage is diligently pursuing any remedies that may
        exist
        in connection with the representations and warranties made regarding the
        related
        mortgage loan and either (A) the related mortgage loan is not in default
        with regard to payments due thereunder, or (B) delinquent payments of
        principal and interest under the related mortgage loan, and any premiums
        on any
        applicable hazard insurance policy and any related escrow payments for the
        mortgage loan, are being advanced on a current basis without giving effect
        to
        any debt service reduction.

      bankruptcy
        loss limit: If an initial bankruptcy loss limit is stated in the Series
        Terms, for a distribution day, the initial bankruptcy loss limit minus the
        aggregate amount of bankruptcy losses


      
        
           

        

        
          24

          
            

          

        

        
           

        

      


      since
        the
        cut-off date. The bankruptcy loss limit may be further reduced by CitiMortgage
        (including accelerating the manner in which such coverage is reduced) provided
        that prior to the reduction, each rating agency confirms in writing to
        CitiMortgage (with a copy to the Trustee) that the reduction will not adversely
        affect the rating agency’s then-current rating of any class of
        certificates.

      beneficial
        owner: For a certificate held by a Clearing Agency, the person who is the
        beneficial owner of the certificate as reflected on the Clearing Agency’s books
        or on the books of a person maintaining an account with the Clearing Agency
        (directly or as an Indirect Participant, in accordance with the Clearing
        Agency’s rules).

      business
        day: Any day other than a Saturday, a Sunday or a day on which banking
        institutions in New York, New York or in the cities where the Trustee, the
        Paying Agent, CMSI, CitiMortgage, any Insurer (but only to the extent that
        the
        Insurer is required under this agreement to make or receive a payment on
        that
        day), any delegated servicers, and (but only if the third-party servicer
        is
        depositing funds received on third-party mortgage loans with CitiMortgage
        or the
        Paying Agent on that day) the third-party servicer is located are authorized
        or
        obligated by law or executive order to be closed or, in the case of a
        distribution day and if there are book-entry certificates, any day on which
        the
        relevant Clearing Agency is closed. For purposes of determining LIBOR for
        any
        LIBOR classes, a business day is a day on which banks in London and New York
        are
        open for the transaction of international business.

      buydown
        account: The deposit account or accounts, which may bear interest, created
        and maintained in the name of the Trustee for the benefit of the mortgagors,
        subject to the rights of the Trustee pursuant to the buydown subsidy
        agreements.

      buydown
        funds: Funds contributed at origination by the seller or buyer of a
        property subject to a buydown mortgage loan, or by any other source, plus
        interest earned thereon, in order to reduce the payments required from the
        mortgagor for a specified period in specified amounts.

      buydown
        mortgage loan: Any mortgage loan for which, pursuant to a buydown subsidy
        agreement, (i) the mortgagor pays less than the full monthly payments
        specified in the mortgage note for a specified period, and (ii) the
        difference between the payments required under the buydown subsidy agreement
        and
        the mortgage note is provided from buydown funds.

      buydown
        subsidy agreement: The agreement relating to a buydown mortgage loan
        pursuant to which an Originator may apply the buydown funds to a mortgagor’s
        payments.

      certificate
        holder or holder: The person in whose name a certificate is
        registered in the Certificate Register.

      Citibank
        banking affiliate: An affiliate of Citibank, N.A. that is either (i) a
        federal savings and loan association duly organized, validly existing and
        in
        good standing under the federal banking laws, (ii) an institution duly
        organized, validly existing and in good standing under the applicable banking
        laws of any state, or (iii) a national banking association duly organized,
        validly existing and in good standing under the federal banking
        laws.

      class:
        For certificates, any certificates designated as a class in the Series Terms,
        for any class L or class P regular interests, the regular interests in the
        constituent REMIC designated as such in “REMIC


      
        
           

        

        
          25

          
            

          

        

        
           

        

      


      provisions”
        above, and for residual certificates, all residual certificates having the
        same
        class designation. A “class” will be understood not to include a residual class
        of certificates unless otherwise expressly stated.

      class
        percentage: For one or more classes, the ratio of the aggregate of the
        principal balances of the classes to the aggregate of the principal balances
        of
        all classes of the series, expressed as a percentage.

      classes
        A-x through A-y: For a positive integer x and a greater integer
y, each class A-z for all integers z from x
        through y, inclusive. Example: “classes A-3 through A-5” means
        each of classes A-3, A-4, and A-5. If a class is designated with an integer
        and
        letter pair, then such class follows the class with the same integer x
        and precedes the class of the next greater integer y. Example:
“classes A-3 through A-5” means, if there are classes A-4A and A-4B, each of
        classes A-3, A-4, A-4A, A-4B, and A-5.

      classes
        B-x through B-y: For a positive integer x and any greater integer
y, each class B-z for all integers z from x
        through y, inclusive. Example: “classes B-3 through B-5” means
        each of classes B-3, B-4 and B-5.

      Clearing
        Agency: An organization registered as a “clearing agency” pursuant to
        Section 17A of the Exchange Act. The initial Clearing Agency will be The
        Depository Trust Company.

      Clearing
        Agency Participant: A broker, dealer, bank other financial institution or
        other person for whom a Clearing Agency effects book-entry transfers and
        pledges
        of securities deposited with the Clearing Agency.

      collected
        servicing fee on a mortgage loan: For any month, the excess of the interest
        payment received on the mortgage loan for the month (including accrued interest
        due but not received from liquidation or insurance proceeds for liquidated
        loans) over the amount of interest on the mortgage loan for the month at
        the
        pass-through rate, up to the servicing fee CitiMortgage is permitted to retain
        under this agreement.

      debt
        service reduction: For a mortgage loan, a reduction in the scheduled
        monthly loan payment for the mortgage loan by a court of competent jurisdiction
        in a proceeding under the Bankruptcy Code or any similar state law, except
        a
        reduction that would constitute a deficient valuation. If the court proceeding
        results in an increase in the scheduled payment for a month (for example,
        a
        final balloon payment or a payment in a month after the originally scheduled
        maturity of the mortgage loan), the increased payment will be considered
        a
        scheduled payment and not a debt service reduction.

      Example:
        Suppose a homeowner has a mortgage loan with an outstanding principal balance
        of
        $50,000 and an interest rate of 7%. The loan has 10 years to run. The homeowner
        files for bankruptcy, and the bankruptcy court (1) reduces the outstanding
        principal balance to $40,000, (2) reduces the interest rate to 6%, and
        (3) stretches the payments out to 20 years. Then

      ·      the
        $10,000 reduction in principal owed is a bankruptcy loss, and

      ·      the
        difference between the monthly payment the homeowner would have made on the
        remaining $40,000 at the original interest rate and maturity, and the monthly
        payment the homeowner is now required to make on the new lower interest rate
        and
        extended maturity, is a debt service reduction, and

      ·      payments
        in the final 10 years (that is, after the originally scheduled maturity)
        will be
        scheduled payments.

      deficient
        valuation: For a mortgage loan, a valuation by a court of
        competent


      
        
           

        

        
          26

          
            

          

        

        
           

        

      


      jurisdiction
        of the mortgaged property in an amount less than the then-outstanding
        indebtedness under the mortgage loan, or a reduction in the scheduled monthly
        principal payment that results in a permanent forgiveness of principal, which
        valuation or reduction results from a proceeding under the Bankruptcy Code
        or
        any similar state law.

      delegated
        servicer: A person or persons, including a special servicer, to whom
        CitiMortgage delegates some or all of its servicing obligations pursuant
        to
        section 4.5.

      Depository:
        The bank or banks or savings and loan association or associations or trust
        company or companies (which may be the Trustee or which may be Citibank,
        N.A. or
        a Citibank banking affiliate ) at which the certificate account, distribution
        account, and any buydown account, escrow account, custodial account for P&I
        and servicing account are established or maintained pursuant to section 3.2,
        3.3
        or 6.

      determination
        date: For each distribution day, the close of business on the 18th day (or,
        if that day is not a business day, the preceding business day) of the month
        in
        which the distribution day occurs.

      discount
        loan: A mortgage loan that on the closing date has a pass-through rate less
        than the target rate.

      eligible
        account: A segregated account maintained with an institution whose deposits
        are insured by the FDIC, and which is either rated at least

      ·      F1
        (short term) by Fitch if Fitch is a rating agency,

      ·      P-1
        (short term) or A2 (long term) by Moody’s if Moody’s is a rating agency,
        and

      ·      A-2
        (short term) by S&P, or if there is no short-term rating by S&P, at
        least BBB+ (long term), if S&P is a rating agency,

      or
        is a
        trust account (which will be a “special deposit account”) maintained with the
        trust department of a federal or state chartered depository institution or
        of a
        trust company, having capital and surplus of not less than $50 million, acting
        in its fiduciary capacity.

      ERISA:
        The Employee Retirement Income Security Act of 1974.

      ERISA
        Restricted Certificates: The B-4, B-5 and B-6 certificates.

      Exchange
        Act: The Securities Exchange Act of 1934.

      extraordinary
        event: Any of the following events: (i) hostile or warlike action in time
        of peace or war; (ii) the use of any weapon of war employing atomic fission
        or
        radioactive force whether in time of peace or war; or (iii) insurrection,
        rebellion, revolution, civil war or any usurped power or action taken by
        any
        governmental authority in preventing such occurrences (but not including
        looting
        or rioting occurring not in time of war).

      FDIC:
        The Federal Deposit Insurance Corporation.

      Fitch:
        Fitch Ratings.

      fraud
        loss limit: If an initial fraud loss limit is stated in the Series Terms,
        for a distribution day,

      (X)
        prior
        to the second anniversary of the cut-off date, the initial fraud loss limit
        minus the aggregate amount of fraud losses since the cut-off date,
        and

      (Y)
        from
        the second through fifth anniversary of the cut-off date, (1) the lesser
        of (a)
        the fraud loss limit as of the most recent anniversary of the cut-off date
        and
        (b) 0.50% of the aggregate scheduled principal balance of all the mortgage
        loans
        as of the most recent anniversary of the cut-off date, minus (2) the aggregate
        amount of fraud losses


      
        
           

        

        
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      since
        the
        most recent anniversary of the cut-off date.

      After
        the
        fifth anniversary of the cut-off date the fraud loss limit will be
        zero.

      fraud
        loss: A liquidated loan loss as to which there was fraud in the origination
        of the mortgage loan.

      GIC:
        A guaranteed investment contract or surety bond.

      GNMA:
        the Government National Mortgage Association.

      group:
        In a multiple-pool series, the classes related to a pool; in a single-pool
        series, all the classes.

      group
        target-rate class percentage: For one or more target-rate classes of a
        group, the ratio of the classes’ principal balance to the principal balance of
        all target-rate classes of the group, expressed as a percentage. For a single
        pool series, the group target-rate class percentage is the same as the
        target-rate class percentage.

      Guide:
        The CitiMortgage, Inc. Servicing Guide, being the manual relating to
        CitiMortgage’s mortgage loan purchase program, as revised or supplemented from
        time to time.

      high-cost
        mortgage loan: A “high cost loan,” “high-rate, high-fee mortgage,” “covered
        loan,” or similar loan under any predatory lending law, if the law contains
        provisions that may result in liability of the Trust Fund as a purchaser
        or
        assignee of the loan.

      holder:
        Has the same meaning as “certificate holder.”

      hypothetical
        mortgage loan: A non-existent mortgage loan that, combined with one or more
        other hypothetical mortgage loans, would have the same interest and principal
        payments as an actual mortgage loan.

      Example:
        A mortgage loan having a principal balance of $100,000 and a pass-through
        rate
        of 8% could be divided into two hypothetical mortgage loans, the first having
        a
        $100,000 principal balance and a pass-through rate of 7% per annum, and the
        second an IO loan having a $100,000 principal balance and a pass-through
        rate of
        1% per annum. References to the hypothetical mortgage loans in the target-rate
        strip will include those actual mortgage loans whose pass-through rates equal
        the target rate.

      independent
        accountants : Accountants who are “independent” within the meaning of Rule
        2-01(b) of the Securities and Exchange Commission’s Regulation S-X under the
        Exchange Act.

      Indirect
        Participant: An organization that participates in the Clearing Agency by
        clearing through or by maintaining a custodial account with a
        Participant.

      initial:
        As applied to a principal or notional balance, target-rate class percentage,
        or
        subordination level, means the principal or notional balance, target-rate
        class
        percentage, or subordination level as of the cut-off date.

      insurance
        proceeds: Proceeds of

      ·      a
        primary mortgage insurance policy,

      ·      a
        hazard insurance policy to the extent not applied to restore the mortgaged
        property or released to the mortgagor in accordance with CitiMortgage’s normal
        servicing procedures or, for a third-party servicer, the Guide, and

      ·      any
        other insurance policy or bond relating to the mortgage loans or their
        servicing.

      Internal
        Revenue Code: The Internal Revenue Code of 1986.

      investment
        account: The certificate account (but only if so stated in the Series
        Terms) and any other account or any portion thereof that consists of cash
        or
        Eligible Investments.

      investment
        income: Any and all income and gains, net of any losses, actually received
        on the investment of funds on deposit in all investment
        accounts.


      
        
           

        

        
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      IO
        class: A class that has a certificate rate but no principal balance,
        receives interest distributions on its notional balance, but does not receive
        principal distributions.

      IO
        loan: A mortgage loan having only a “notional balance.” Such a mortgage
        loan would pay interest (usually at a variable rate) on its notional balance,
        but would not pay principal.

      IO
        strip: The ratio-stripped IO loans for all the premium loans.

      liquidated
        loan: A mortgage loan for which

      ·      the
        related mortgaged property has been acquired, liquidated or foreclosed, and
        the
        relevant servicer determines that all liquidation proceeds it expects to
        recover
        have been recovered, or

      ·      the
        related mortgaged property is retained or sold by the mortgagor, and the
        relevant servicer has accepted payment from the mortgagor in consideration
        for
        the release of the mortgage in an amount that is less than the outstanding
        principal balance of the mortgage loan as a result of a determination by
        the
        relevant servicer that the potential liquidation expenses for the mortgage
        loan
        would exceed the amount by which the cash portion of such payment is less
        than
        the outstanding principal balance of the mortgage loan.

      liquidated
        loan loss: For a distribution day, the aggregate losses for each mortgage
        loan that became a liquidated loan prior to the first day of the month that
        contains the distribution day, which for each such liquidated loan will equal
        the excess of

      ·      (A) the
        unpaid principal balance of the mortgage loan on the first day of the preceding
        month, plus (B) accrued interest in accordance with the amortization
        schedule at the time applicable to the mortgage loan at the applicable mortgage
        note rate from the first day of the month as to which interest was last paid
        on
        the mortgage loan through the last day of the month in which the mortgage
        loan
        became a liquidated loan, over

      ·      the
        net liquidation proceeds for the mortgage loan.

      Each
        liquidated loan loss will have an interest portion and a principal portion.
        If
        net liquidation proceeds for the mortgage loan exceed the accrued interest
        described in clause (B) above, the interest portion of the liquidated loan
        loss will be zero; otherwise, the interest portion of the liquidated loan
        loss will be the excess of the accrued interest described in clause (B) above
        over such net liquidation proceeds. The principal portion of a liquidated
        loan loss will equal the liquidated loan loss minus the interest portion of
        the liquidated loan loss.

      liquidation
        expenses: For a liquidated loan, out-of-pocket expenses paid or incurred by
        or for the account of the relevant servicer or the Trust Fund for
        (a) servicing advances not previously reimbursed, (b) property sales
        expenses, (c) fore­closure costs, including court costs and reasonable
        attorneys’ fees, (d) similar expenses reasonably paid or incurred in
        connection with the liquidation of the mortgage loan, (e) servicing fees
        not previously paid on the liquidated loan, and (f) any tax imposed on the
        Trust Fund with respect to a liquidated loan or property received by deed
        in
        lieu of foreclosure.

      liquidation
        proceeds: For a period, the amounts received by the relevant servicer in
        connection with the liquidation of a liquidated loan, whether through judicial
        or non-judicial foreclosure, proceeds of insurance policies, condemnation
        proceeds, proceeds of a deficiency action (less amounts retained by
        CitiMortgage


      
        
           

        

        
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      pursuant
        to section 3.12), or otherwise, including payments received from the mortgagor
        for the liquidated loan, other than amounts required to be paid to the mortgagor
        pursuant to the terms of the liquidated loan or to be applied otherwise pursuant
        to law.

      loss
        recovery: For a liquidated loan, any amounts received on the liquidated
        loan (net of expenses on the liquidated loan) for any month after the month
        in
        which the mortgage loan becomes a liquidated loan, that are not applied to
        the
        reduction of aggregate outstanding advances for the liquidated
        loan.

      master
        servicing fee: The amount payable to CitiMortgage pursuant to section
        3.7.

      master
        servicing fee rate: The per annum rate agreed between CitiMortgage and a
        third-party servicer for calculating the master servicing fee. The
monthly master servicing fee rate will be one-twelfth of the master
        servicing fee rate.

      month:
        A calendar month.

      Moody’s:
        Moody’s Investors Service, Inc.

      mortgage:
        For a mortgage loan, the mortgage or deed of trust creating a first lien
        on and
        an interest (a) for a mortgage loan relating to a cooperative apartment in
        a cooperative housing corporation, in the mortgagor’s interest therein securing
        a mortgage note, and (b) for other cases, in real property securing a
        mortgage note.

      mortgage
        documents: All documents contained in the mortgage file.

      mortgage
        file: All the documents listed in section 2.1 that are required to be
        delivered to either the Mortgage Note Custodian or CitiMortgage pertaining
        to a
        particular mortgage loan, and any additional documents required to be added
        to
        such documents pursuant to this agreement.

      mortgage
        loan: At any time, the indebtedness of a mortgagor evidenced by a mortgage
        note that is secured by real property (or shares evidencing ownership interest
        in a cooperative apartment in a cooperative housing corporation) and that
        is
        sold and assigned to the Trustee and held at such time in the Trust Fund
        pursuant to this agreement, the mortgage loans originally so held being
        identified in the mortgage loan schedule.

      mortgage
        loan schedule: The list of mortgage loans transferred to the Trustee as
        part of the Trust Fund, attached as exhibit B, or separately delivered, in
        physical or electronic form, to the Trustee.

      mortgage
        note: For a mortgage loan, the promissory note or other evidence of
        indebtedness of the mortgagor.

      mortgage
        note rate: For a mortgage loan, the annual rate per annum at which interest
        accrues on the mortgage loan.

      mortgaged
        property: Any real property subject to a mortgage, or any cooperative
        apartment in a cooperative housing corporation.

      mortgagor:
        The obligor on a mortgage note.

      multiple-pool
        series: A series in which the mortgage loans are divided into two or more
        pools for purposes of allocations and distributions. Each series is either
        a
        single-pool series or a multiple-pool series.

      net
        liquidation proceeds: For a period, the aggregate amount of liquidation
        proceeds for a liquidated loan, net of related liquidation expenses not
        previously recovered.

      net
        REO proceeds: For a REO loan, REO proceeds net of any
        related expenses of the relevant servicer.

      net
        Paying Agent advances: For a period, the amount (which may be
        negative)


      
        
           

        

        
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      obtained
        by subtracting the amount of any reimbursements for Paying Agent advances
        received in the period from the aggregate amount of Paying Agent advances
        made
        in the period.

      net
        voluntary advances: For a period, the amount (which may be negative)
        obtained by subtracting the amount of any reimbursements for voluntary advances
        received in the period from the aggregate amount of voluntary advances made
        in
        the period.

      nonrecoverable
        advance: Any portion of a voluntary advance or Paying Agent advance
        previously made or proposed to be made in respect of a mortgage loan that
        has
        not been previously reimbursed to the relevant servicer or the Paying Agent
        and
        that, in the good faith judgment of such person, would not be ultimately
        recoverable from liquidation proceeds or other recoveries in respect of the
        related mortgage loan. Nonrecoverable advances also include any advance by
        CitiMortgage of part or all of the shortfall in interest collections on a
        mortgage loan due to the federal Servicemembers Civil Relief Act or any similar
        state legislation that cannot be recouped from later payments on the mortgage
        loan. The determination by such person that it has made a nonrecoverable
        advance
        or that any proposed advance, if made, would be a nonrecoverable advance,
        will
        be evidenced by a certification of a Servicing Officer delivered to the Trustee
        and the Paying Agent and detailing the basis for such determination, but
        any
        delay or failure to send such certification will not impair such person’s right
        to withhold or recover such advance.

      non-subordinated
        losses: (1) Special hazard, fraud or bankruptcy losses that exceed the
        then-applicable limit for that type of loss, (2) realized losses from
        extraordinary events, and (3) interest shortfalls due to limitations on
        interest rates mandated by the federal Servicemembers Civil Relief Act or
        any
        comparable state laws.

      non-supported
        prepayment interest shortfall: For a distribution day and a class (other
        than a PO class), the class’s proportionate share, based on interest accrued, of
        the sum of (1) for affiliated mortgage loans, the excess, if any, of the
        prepayment interest shortfalls on such mortgage loans for that distribution
        day
        over the amount deposited in the distribution account by CitiMortgage pursuant
        to section 3.4 in connection with prepayment interest shortfalls, and
        (2) for third-party mortgage loans, any excess of the prepayment interest
        shortfalls on such mortgage loans for that distribution day over the aggregate
        amount deposited in the certificate account in respect thereof by the applicable
        third-party servicers as required by section 3.4 and the Guide.

      officer’s
        certificate: A certification signed by an Authorized Officer of
        CitiMortgage or CMSI and delivered to the Trustee or Paying Agent.

      opinion
        of counsel: A written opinion of counsel, who (unless otherwise specified
        herein) may be counsel for, or an employee of, CMSI or an affiliate of CMSI,
        which counsel will be reasonably acceptable to the Trustee.

      order
        of seniority: For the target-rate classes, the following order: the senior
        classes, followed by classes B-1, B-2, B-3, B-4, B-5 and B-6.

      order
        of subordination: For the target-rate classes, the following order: classes
        B-6, B-5, B-4, B-3, B-2 and B-1, followed by the senior classes.

      original
        value: For the mortgaged property underlying a mortgage loan, the lesser
        of


      
        
           

        

        
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      ·      the
        sales price of the mortgaged property and

      ·      its
        appraisal value determined pursuant to an appraisal made in connection with
        origination of the mortgage loan, except that the original appraisal of the
        mortgaged property may be used for a refinanced mortgage loan the unpaid
        principal balance of which, after refinancing, does not exceed the unpaid
        principal balance of the original mortgage loan at the time of refinancing
        by an
        amount greater than the amount of the closing costs associated with the
        refinancing.

      The
        original value of a mortgage loan is the original value of the
        mortgaged property underlying the mortgage loan plus the value of any other
        property securing the mortgage loan.

      Originator:
        The affiliate or affiliates of CMSI, or the third-party originators, from
        which
        CMSI is acquiring the mortgage loans.

      outstanding:
        (1) For certificates as of any date, all certificates previously
        authenticated and delivered under this agreement except:

      (i)
        certificates that have been canceled by the Certificate Registrar or delivered
        to the Certificate Registrar for cancellation;

      (ii)
        certificates for which money for a distribution in the necessary amount to
        reduce the principal balance to zero has been deposited with the Paying Agent
        in
        trust for the holders of such certificates; provided, however, that if a
        distribution in reduction of the principal balance of such certificates to
        zero
        will be made, notice of the distribution has been duly given pursuant to
        this
        agreement or provision therefor, satisfactory to the Trustee, has been
        made;

      (iii)
        certificates in exchange for or in lieu of which other certificates have
        been
        authenticated and delivered pursuant to this agreement unless proof satisfactory
        to the Certificate Registrar is presented that any such certificates are
        held by
        a protected purchaser under Article 8 of the Uniform Commercial Code in effect
        in the applicable jurisdiction; and

      (iv)
        certificates alleged to have been destroyed, lost or stolen for which
        replacement certificates have been issued as provided for in section 5.3
        and
        authenticated and delivered pursuant to this agreement;

      provided,
        however, that in determining whether the holders of the requisite percentage
        of
        the aggregate principal balance or percentage interest of any outstanding
        certificates or of the outstanding certificates of any one or more classes
        have
        given any request, demand, authorization, direction, notice, consent or waiver,
        such percentage will be based on the principal balance of such certificate
        and
        provided, further, certificates owned by CMSI or any other obligor upon the
        certificates or any affiliate of CMSI or such other obligor will be disregarded
        and deemed not to be outstanding, except that, in determining whether the
        Trustee will be protected in relying upon any such request, demand,
        authorization, direction, notice, consent, or waiver, only certificates which
        the Trustee knows to be so owned will be so disregarded and except that where
        CMSI or any other obligor upon the certificates or any affiliate of CMSI
        or such
        other obligor will be owner of 100% of the aggregate principal balance or
        percentage interest of any outstanding certificates, CMSI or such other obligor
        or affiliate will be permitted to give any request, demand, authorization,
        direction, notice, consent or waiver hereunder. Certificates so owned that
        have
        been pledged in good faith may be regarded as outstanding if


      
        
           

        

        
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      the
        pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
        act with respect to such certificates and that the pledgee is not CMSI or
        any
        other obligor upon the certificates or any affiliate of CMSI or such other
        obligor.

      (2)
        for a
        class for any day, a class with a non-zero principal balance or non-zero
        notional balance on that day, and

      (3)
        for a
        mortgage loan, for the first day of a month, a mortgage loan that, prior
        to such
        first day, was not the subject of a principal prepayment in full, did not
        become
        a liquidated loan, and was not purchased pursuant to section 2.2 or
        2.3.

      Participant:
        A participating organization in the Clearing Agency.

      pass-through
        rate: For a mortgage loan for any date or period, the applicable mortgage
        note rate, minus

      
        	
                ·

              	
                for
                  an affiliated mortgage loan, the affiliated servicing fee rate,
                  and

              


      

      
        	
                ·

              	
                for
                  a third-party mortgage loan, the sum of the third-party servicing
                  fee rate
                  and the master servicing fee rate.

              


      

      Any
        regular monthly remittance of interest at the pass-through rate for a mortgage
        loan is based upon annual interest at that rate on the scheduled principal
        balance as of the first day of the month of the mortgage loan divided by
        twelve.
        Interest at the pass-through rate will be computed on the basis of a 360-day
        year, each month being assumed to have 30 days. The monthly
        pass-through rate will be one-twelfth of the pass-through rate.

      (Any
        partial remittance of interest at such rate by reason of a full principal
        prepayment is based upon annual interest at that rate on the prepaid principal
        balance of the related mortgage loan, multiplied by a fraction the numerator
        of
        which is the actual number of days elapsed in the month of the prepayment
        to the
        date of the prepayment, and the denominator of which is 360. For affiliated
        mortgage loans, and some or all of the third-party mortgage loans, the mortgagor
        is not required to pay interest on a partial principal prepayment that is
        received during a month. The amounts required to be paid pursuant to section
        3.4
        are in addition to any interest payments made by mortgagors and passed through
        on full and partial prepayments.)

      percentage
        interest: For a class of residual certificates, if the residual certificate
        has a principal balance as specified in the Series Terms, the ratio of the
        initial principal balance of the residual certificate to the aggregate initial
        principal balance of the entire class, expressed as a percentage; if the
        residual certificate does not have a principal balance, the portion represented
        by such residual certificate (expressed as a percentage) of the total ownership
        interest in the applicable constituent REMIC represented by all residual
        certificates of the class. For a certificate of an IO class, the ratio of
        the
        notional balance of the certificate to the aggregate notional balance of
        the
        entire class.

      person:
        Any legal person, including any individual, corporation, partnership, joint
        venture, association, joint stock company, trust, unincorporated organization
        or
        government or any agency or political subdivision thereof.

      PO
        class: A class that has a principal balance and receives principal
        distributions, but does not have a certificate rate and does not receive
        interest distributions.

      PO
        loan: A mortgage loan that has a principal balance, but on which no
        interest is paid by the mortgagor.

      PO
        strip: The ratio-stripped PO loans for all the discount
        loans.


      
        
           

        

        
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      pool:
        A pool of mortgage loans.

      pool
        distribution amount: For a distribution day and a mortgage loan pool, the
        funds eligible for distribution to the related classes on that distribution
        day,
        being all amounts deposited into the certificate account relating to that
        pool,
        but excluding the following:

      (a)        uncommitted
        cash that will not be used on the distribution day for an uncommitted cash
        advance;

      (b)        all
        permitted withdrawals from the certificate account pursuant to section 3.8;
        and

      (c)        all
        income from Eligible Investments that are held in an investment
        account.

      predatory
        lending law: The Georgia Fair Lending Act, the Maine Consumer Credit Code –
Truth-in-Lending, the New Jersey Home Ownership Security Act of 2002,
        the New
        Mexico Home Loan Protection Act, the New York Predatory Lending Act, or any
        similar state, local or federal law that regulates high-cost mortgage
        loans.

      Predecessor
        Certificates: For a particular certificate of a class, every previous
        certificate of that class evidencing all or a portion of the same principal
        balance, notional balance or percentage interest as that evidenced by the
        particular certificate; for the purpose of this definition, any certificate
        authenticated and delivered under section 5.3 in lieu of a lost, destroyed
        or
        stolen certificate will be deemed to evidence the same principal balance,
        notional balance or percentage interest, as the case may be, as the lost,
        destroyed or stolen certificate.

      premium
        loan: As of any day, a mortgage loan having a pass-through rate on that
        day
        equal to or greater than the target rate.

      prepayment
        interest shortfall: For a mortgage loan that was the subject of a principal
        prepayment applied during the preceding month, an amount equal to (1) one
        month of interest on the principal prepayment at the pass-through rate, less
        (2) the amount of any interest (adjusted to the pass-through rate) on the
        principal prepayment received from the mortgagor.

      primary
        mortgage insurance certificate: The certificate of primary mortgage
        insurance relating to a particular mortgage loan to the extent initially
        set
        forth in the mortgage loan schedule.

      principal
        prepayment: For a mortgage loan, a payment of principal on the mortgage
        loan that is received in advance of the date it is scheduled to be paid and
        that
        is not accompanied by an amount representing scheduled interest for any month
        subsequent to the month of prepayment, but excluding any proceeds of or advances
        on a liquidated loan.

      private
        certificates: The residual certificates and certificates of classes B-4
        through B-6 and, unless otherwise stated in the Series Terms, any ratio-stripped
        IO classes.

      Proceeding:
        Any suit in equity, action at law or other judicial or administrative
        proceeding.

      Qualified
        GIC: A GIC, assigned to the Trustee or Paying Agent, or entered into by
        the
        Trustee or Paying Agent at the direction of CMSI, on or before the closing
        date,
        providing for the investment of funds insuring a minimum or fixed rate of
        return
        on investments of such funds, which contract or surety bond will

      (a)        be
        an obligation of an insurance company, trust company, commercial bank (which
        may
        be Citibank, N.A. or a Citibank banking affiliate) or other entity whose
        credit
        standing is confirmed in writing as acceptable by each rating
        agency;


      
        
           

        

        
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      (b)        provide
        that the Trustee or the Paying Agent may exercise all of the rights of CMSI
        under such contract or surety bond without the necessity of the taking of
        any
        action by CMSI;

      (c)        provide
        that if at any time (subject to the second proviso of this section (c)) the
        then
        current credit standing of the obligor under such guaranteed investment contract
        is such that continued investment pursuant to such contract of funds included
        in
        the Trust Fund would result in a downgrading of any rating of any class of
        certificates, the Trustee or the Paying Agent may terminate such contract
        and be
        entitled to the return of all funds previously invested thereunder, together
        with accrued interest thereon at the interest rate provided under such contract
        through the date of delivery of such funds to the Trustee or the Paying Agent,
        provided that the Trustee or the Paying Agent will not be charged with knowledge
        of any such potential downgrading unless it will have received written notice
        of
        such potentiality from the provider of the GIC which must be obligated to
        give
        such notice at least once per year; provided, further, that upon any such
        event
        CMSI, by written notice to the Trustee or the Paying Agent, may replace such
        contract with a substitute GIC having substantially the same terms (including
        without limitation a rate of return at least as high as the contract being
        replaced) so long as such substitute contract has an obligor with a credit
        standing no less than the credit standing of the obligor under the contract
        to
        be replaced at the time the contract was executed and such fact is certified
        by
        CMSI to the Trustee or the Paying Agent;

      (d)                  provide
        that the Trustee’s interest therein will be transferable to any successor
        trustee hereunder;

      (e)        provide
        that the funds invested thereunder and accrued interest thereon be available
        not
        later than the day prior to any distribution day on which such funds may
        be
        required for distribution hereunder; and

      (f)        meet
        such other standards as may be specified in the Series Terms.

      Qualified
        Nominee: A person (who may not be CMSI or an affiliate of CMSI) in whose
        name Eligible Investments held by the Trustee or Paying Agent may be registered
        as nominee of the Trustee or the Paying Agent in lieu of registration in
        the
        name of the Trustee or the Paying Agent, provided that the following conditions
        will be satisfied in connection with such registration:

      (a)        the
        instruments governing the creation and operation of the nominee provide that
        neither the nominee nor any owner of an interest in the nominee (other than
        the
        Trustee or the Paying Agent) will have any interest, beneficial or otherwise,
        in
        any Eligible Investments held in the name of the nominee, except for the
        purpose
        of transferring and holding legal title thereto;

      (b)        the
        nominee and the Trustee or the Paying Agent have entered into a binding
        agreement in substantially the form to be provided by CMSI establishing that
        any
        Eligible Investments held in the name of the nominee are to be held by the
        nominee as agent (other than commission agent or broker) or nominee for the
        account of the Trustee; and

      (c)        in
        connection with the registration of any Eligible Investment in the name of
        the
        nominee, all requirements under applicable governmental regulations necessary
        to
        effect a valid registration of transfer of such Eligible Investment are complied
        with as evidenced to the Trustee and the Paying Agent upon its request by
        an
        opinion of counsel.


      
        
           

        

        
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      ratio-stripped
        IO class: An IO class with an initial notional balance equal to the initial
        notional balance of one or more IO strips, and that receives interest
        distributions solely from distribution on those strips.

      ratio-stripped
        IO loan: For any premium loan with a pass-through rate greater than the
        target rate, a single hypothetical IO loan that, combined with a single
        hypothetical target-rate loan, has the same interest and principal payments
        as
        the premium loan.

      Example:
        For a premium loan with a $100,000 principal balance and a pass-through rate
        1%
        per annum greater than the target rate, the (hypothetical) ratio-stripped
        IO
        loan will have a notional balance of $100,000 and a pass-through rate of
        1% per
        annum, and the (hypothetical) target-rate loan will have a principal balance
        of
        $100,000 and a pass-through rate equal to the target rate.

      ratio-stripped
        PO class: A PO class whose initial principal balance equals the initial
        principal balance of one or more PO strips (rounded down to the nearest whole
        dollar), and that receives principal distributions solely from distribution
        on
        those strips, or from reimbursements from subordinated classes.

      ratio-stripped
        PO loan: For any discount loan, a single hypothetical PO loan that,
        combined with a single hypothetical target-rate loan, has the same interest
        and
        principal payments as the original discount loan.

      Example:
        For a discount loan with a $100,000 principal balance and a pass-through
        rate 1%
        per annum less than the target rate of 5% per annum, the (hypothetical)
        ratio-stripped PO loan will have a principal balance of $20,000 and a
        pass-through rate of 0%, and the (hypothetical) target-rate loan will have
        a
        principal balance of $80,000 and a pass-through rate equal to the target
        rate.

      realized
        losses: For a distribution day,

      ·      liquidated
        loan losses (including special hazard losses and fraud losses) and bankruptcy
        losses incurred in the preceding month. For a realized loss consisting of
        a
        liquidated loan loss, the interest and principal portions of
        the realized loss will equal the interest and principal portions of the
        liquidated loan loss; and

      ·      reductions
        in the principal balance of mortgage loans as part of loan modifications
        pursuant to section 3.19.

      reasonably
        foreseeable default: CitiMortgage has contacted the mortgagor, has
        evaluated the mortgagor’s current ability to make scheduled monthly loan
        payments, and has a reasonable basis for determining that the mortgagor is
        unlikely to make one or more scheduled monthly loan payments in the foreseeable
        future.

      record
        date: For a distribution day, the close of business on (a) for a LIBOR
        class, the last day (whether or not a business day) of its last LIBOR accrual
        period preceding the distribution day, and (b) for any other class, the last
        day
        of the preceding month.

      relevant
        servicer: CitiMortgage or a third-party servicer, as the context
        requires.

      REMIC:
        A “real estate mortgage investment conduit” within the meaning of Internal
        Revenue Code Section 860D. References to the “REMIC” are to the constituent
        REMICs constituted by the Trust Fund.

      REMIC
        Provisions: The provisions of the federal income tax law relating to
        REMICs, which appear at Sections 860A through 860G of the Internal Revenue
        Code.


      
        
           

        

        
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      REO
        loan: A mortgage loan that is not a liquidated loan and as to which the
        related mortgaged property is held as part of the Trust Fund.

      REO
        proceeds: Proceeds, net of any related expenses, received in respect of any
        REO loan (including, without limitation, proceeds from the rental of the
        related
        mortgaged property).

      REO
        property: A mortgaged property acquired by the Trust Fund through
        foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
        mortgage loan or otherwise treated as having been acquired pursuant to the
        REMIC
        Provisions.

      Required
        Amount of Certificates: (i) 2/3 or more of the aggregate voting interest of
        the outstanding certificates, if affected by the occurrence of an Event of
        Default and (ii) 2/3 or more of the aggregate outstanding percentage
        interest of the residual certificates, if affected by such an Event of
        Default.

      Responsible
        Officer of the Trustee means an officer who is employed in the Corporate
        Trust Department or a similar group for the Trustee with direct responsibility
        for the administration of this agreement.

      S&P:
        Standard and Poor’s Ratings Services, a division of The McGraw- Hill Companies,
        Inc.

      scheduled
        monthly loan payment: For a mortgage loan (including a REO loan) and a
        distribution day, the payment of principal and interest due on the first
        day of
        the month in which the distribution day occurs in accordance with the
        amortization schedule applicable to the mortgage loan at that time (including
        by
        reason of a loan modification pursuant to section 3.19, and after adjustment
        for
        any partial principal prepayments or deficient valuations occurring prior
        to
        such first day of the month but before any adjustment to such amortization
        schedule other than deficient valuations by reason of any bankruptcy, or
        similar
        proceeding or any moratorium or similar waiver or grace period).

      ·      scheduled
        principal balance: For one or more mortgage loans on a date, the initial
        principal balance of the loans, reduced by the sum of (a) the aggregate
        of the principal portion of all scheduled monthly loan payments required
        to be
        made on the loans on or before the first day of the month in which the date
        falls (whether or not received), provided that after the bankruptcy
        coverage termination date, the scheduled principal balance will not be reduced
        by the principal portion of any debt service reductions, and (b) any principal
        prepayments on the loans received or posted before the close of business
        on the
        last business day of the preceding month, and increased by (c) amounts
        withdrawn from the certificate account pursuant to section 3.8(a)(ii)(C)
        to
        reimburse CitiMortgage for capitalized reimbursement amounts.

      scheduled
        principal payments: For one or more mortgage loans for a distribution day,
        the principal portion of the scheduled monthly loan payments on the loans
        for
        the distribution day.

      scheduled
        servicing fee: For any month, a fee equal to

      ·      for
        each affiliated mortgage loan, the scheduled principal balance of the mortgage
        loan as of the close of business on the last day of the preceding month,
        multiplied by the monthly affiliated servicing fee rate, and

      ·      for
        each third-party mortgage loan, the scheduled principal balance of the mortgage
        loan as of the close of business on the first day of the month, multiplied
        by
        the relevant monthly third-party servicing fee rate.


      
        
           

        

        
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      Securities
        Act: The Securities Act of 1933.

      senior
        to: A target-rate class is senior to another target-rate class if it is
        ranked above it in order of seniority.

      servicing
        advances: For a mortgage loan, expenses paid or incurred by or for the
        account of CitiMortgage or the Trust Fund (including reasonable attorneys’ fees)
        in accordance with the related mortgages for

      
        	
                ·

              	
                real
                  property taxes, including payments to a real estate tax
                  escrow,

              


      

      
        	
                ·

              	
                primary
                  mortgage and hazard insurance
                  premiums,

              


      

      
        	
                ·

              	
                property
                  repair, replacement protection and preservation expenses and similar
                  expenses,

              


      

      
        	
                ·

              	
                managing
                  or liquidating REO property,

              


      

      
        	
                ·

              	
                enforcement
                  or judicial proceedings, including foreclosures,
                  and

              


      

      
        	
                ·

              	
                if
                  the mortgage loan is in default or, in CitiMortgage’s judgment, default is
                  reasonably foreseeable, for effecting a forbearance, a loan modification
                  or other loss mitigation activity permitted under this agreement,
                  including credit counseling fees.

              


      

      Servicing
        Officer: Any officer of CitiMortgage, a delegated servicer or a third-party
        servicer involved in, or responsible for, the administration and servicing
        of
        the Trust Fund whose name appears on a list of servicing officers attached
        to an
        officer’s certificate furnished to the Trustee by CitiMortgage, as such list may
        from time to time be amended.

      single
        certificate: A single certificate evidences (a) for a residual certificate,
        1% percentage interest, (b) for a certificate of an IO class, $1,000 initial
        notional balance, and (c) for a certificate of any other class, $1,000 initial
        principal balance.

      single-pool
        series. A series in which the mortgage loans are not divided into two or
        more pools for purposes of allocations and distributions. Each series is
        either
        a single-pool series or a multiple-pool series.

      special
        hazard loss: (i) A liquidated loan loss suffered by a mortgaged property on
        account of direct physical loss, exclusive of (a) any loss covered by a hazard
        policy or a flood insurance policy maintained for the mortgaged property
        pursuant to section 3.11, and (b) any loss caused by or resulting
        from:

      (1)        normal
        wear and tear;

      (2)        infidelity,
        conversion or other dishonest act on the part of the Trustee, CitiMortgage
        or
        any of their agents, employees or delegees; or

      (3)        errors
        in design, faulty workmanship or faulty materials, unless the collapse of
        the
        property or a part thereof ensues; or

      (ii)
        a
        liquidated loan loss suffered by the Trust Fund arising from or related to
        the
        presence or suspected presence of hazardous wastes or hazardous substances
        on a
        mortgaged property, unless the loss to a mortgaged property is covered by
        a
        hazard policy or a flood insurance policy maintained for the mortgaged property
        pursuant to section 3.11.

      special
        hazard loss limit: If an initial special hazard loss limit is stated in the
        Series Terms, for a distribution day, the initial special hazard loss limit
        minus the sum of (i) the aggregate amount of special hazard losses and (ii)
        the Adjustment Amount (as defined below) as most recently calculated. For
        each
        anniversary of the cut-off date, the Adjustment Amount will be the excess
        of the
        amount calculated in accordance with the preceding sentence (without giving
        effect to the deduction of the Adjustment


      
        
           

        

        
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      Amount
        for such anniversary) over the greater of (A) the product of the special
        hazard percentage for such anniversary multiplied by the aggregate scheduled
        principal balance of all the mortgage loans on the distribution day immediately
        preceding such anniversary and (B) twice the scheduled principal balance of
        the mortgage loan in the Trust Fund which has the largest scheduled principal
        balance on the distribution day immediately preceding such
        anniversary.

      special
        hazard percentage: As of each anniversary of the cut-off date, the greater
        of (i) 1% and (ii) the largest percentage obtained by dividing the
        aggregate scheduled principal balances (as of the immediately preceding
        distribution day) of the mortgage loans secured by mortgaged properties located
        in a single, five-digit ZIP code area in the State of California by the
        aggregate scheduled principal balance of all the mortgage loans as of such
        anniversary.

      subordinated
        losses: Realized losses other than non-subordinated losses.

      subordinate
        to: A target-rate class is subordinate to another target-rate class if
        it
        is ranked below it in order of seniority.

      subordination
        depletion date: The first distribution day for which the principal balance
        of the subordinated classes on the preceding day is zero.

      target-rate
        class percentage: For one or more target-rate classes, the ratio of the
        classes’ principal balance to the principal balance of all target-rate classes,
        expressed as a percentage.

      target-rate
        loan: For any mortgage loan, a single hypothetical mortgage loan that on
        the closing date has a pass-through rate equal to the target rate,
        and

      (i)
        if
        the mortgage loan on the closing date has a pass-through rate equal to or
        greater than the target rate, has the same principal balance as the mortgage
        loan, and

      (ii)
        if
        the mortgage loan on the closing date is a discount loan, has a principal
        balance equal to the product of (A) the principal balance of the mortgage
        loan and (B) the ratio on the closing date of the pass-through rate for the
        mortgage loan to the target-rate.

      target-rate
        strip: The mortgage loan pool formed of the target-rate loans for all the
        mortgage loans.

      third-party
        servicing fee: For any month, a fee for each third-party mortgage loan
        equal to the lesser of (a) the scheduled principal balance of the mortgage
        loan as of the close of business on the first day of the month, multiplied
        by
        the relevant monthly third-party servicing fee rate, and (b) the excess of
        the interest payment received on the mortgage loan for the month (including
        interest payments included in liquidation or insurance proceeds) over the
        amount
        of the interest payment to be deposited in the certificate account.

      third-party
        servicing fee rate: For a third-party mortgage loan other than a specially
        serviced mortgage loan, the per annum rate specified as such on schedule
        B-TP to
        exhibit B under the heading “Sub Fee,” reduced (but not below zero) by any
        applicable master servicing fee rate, and for a specially serviced mortgage
        loan, the per annum servicing fee rate for the special servicer provided
        for in
        or pursuant to the special servicing agreement. The monthly third-party
        servicing fee rate will be one-twelfth of the relevant third-party servicing
        fee
        rate.

      Transfer
        Instrument: A deed transferring an interest in property subject to a
        mortgage.

      Trust
        Fund: The corpus of the trust created by this agreement, consisting of the
        mortgage loans, the certificate


      
        
           

        

        
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      account,
        any pooling, lower-tier, or upper-tier REMIC account, REO property and the
        primary mortgage insurance certificates, any other insurance policies for
        the
        mortgage loans, any retail reserve fund and the rights of the Trustee under
        any
        reserve fund and any certificate insurance policy.

      uncommitted
        cash: For a distribution day, any cash in the certificate account
        representing principal prepayments posted or liquidation proceeds deposited
        on
        or after the first day of the month immediately preceding such distribution
        day
        and all related payments of interest and all payments which represent early
        receipt of scheduled payments of principal and interest due on a date or
        dates
        subsequent to such first day of the month.

      unscheduled
        principal payments: For one or more mortgage loans for a distribution day,
        the sum of

      ·      all
        principal prepayments on the mortgage loans received by CitiMortgage or a
        third-party servicer during the month preceding the distribution day, up
        to the
        scheduled principal balance, in each case, of the mortgage loan,

      ·      the
        greater of (1) aggregate net liquidation proceeds from any of the mortgage
        loans that became a Liquidated Loan during the month preceding such distribution
        day, minus (a) the portion of such proceeds representing interest,
        and (b) any unreimbursed advances of principal made by the CitiMortgage, a
        third-party servicer, or the Paying Agent on such mortgage loans, and
        (2) the aggregate scheduled principal balances of such mortgage loans for
        the distribution day, and

      ·      the
        scheduled principal balance of any of the mortgage loans that was repurchased
        by
        CMSI during such month pursuant to section 2.3, “Repurchase or substitution of
        mortgage loans” below.

      U.S.
        person: A citizen or resident of the United States of America, a
        corporation or partnership (unless, in the case of a partnership, Treasury
        regulations are adopted that provide otherwise) created or organized in or
        under
        the laws of the United States of America, any state thereof or the District
        of
        Columbia, including an entity treated as a corporation or partnership for
        federal income tax purposes, an estate whose income is subject to U.S. 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
        such
        trust, and one or more such U.S. persons have the authority to control all
        substantial decisions of such trust (or, to the extent provided in applicable
        Treasury regulations, certain trusts in existence on August 20, 1996 which
        are
        eligible to elect to be treated as U.S. persons).

       

      1.2
        Usages

      In
        this
        agreement and the certificates, unless otherwise stated or the context otherwise
        clearly requires, the following usages apply:

      ·      “This
        agreement,” “herein,” “hereof” and words of similar import when used in this
        agreement will refer to this agreement.

      ·      In
        computing periods from a specified date to a later specified date, the words
        “from” and “commencing on” (and the like) mean “from and including,” and the
        words “to,” “until” and “ending on” (and the like) mean “to but
        excluding.”

      ·      An
        action permitted under this agreement may be taken at any time and from time
        to
        time. Except as otherwise indicated, a permitted action may be


      
        
           

        

        
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      taken
        in
        the actor’s sole discretion. References to a person’s taking action include the
        person’s refraining from action. Thus, a statement that a person “may take any
        action that ... “ means that a person may take or refrain from taking any action
        that ....

      ·      All
        indications of time of day mean New York City time.

      ·      “Including”
        means “including, but not limited to.” “A or B” means “A or B or
        both.”

      ·      References
        to an agreement (including this agreement) will refer to the agreement as
        amended at the relevant time.

      ·      References
        to numbered sections or paragraphs in this agreement will refer to sections
        or
        paragraphs of this agreement, and such section references will include all
        included sections. For example, a reference to section 6 will be to section
        6 of
        this agreement, and also to sections 4.1, 4.2, etc.

      ·      References
        to an exhibit in this agreement will refer to all included numbered subdivisions
        of the exhibit. For example, references to exhibit A will also refer to
        subdivisions A-1, A-2, etc.

      ·      References
        to a statute include all regulations promulgated under or implementing the
        statute, as in effect at the relevant time. References to a specific provision
        of a statute includes successor provisions.

      ·      References
        to any governmental or quasi-governmental agency or authority will include
        any
        successor agency or authority.

      ·      Where
        a decimal appears that has been shortened, it will be rounded according to
        the
        usual rules; that is, if the decimal is only shown to x places, the last
        number
        (in the xth place) will be raised by one if the following number (in the
        x+1st
        place) is 5, 6, 7, 8 or 9.

       

      1.3
        Calculations respecting mortgage loans

      (a)           In
        connection with all calculations required to be made pursuant to this agreement
        for remittances on any mortgage loan, any payments on the mortgage loans
        or any
        payments on any other assets included in a Trust Fund, the rules set forth
        in
        this section 1.2 will be applied.

      (b)        Calculations
        for remittances on mortgage loans will be made on a
        mortgage-loan-by-mortgage-loan basis, based upon current information as to
        the
        terms of such mortgage loans and reports of payments received on such mortgage
        loans supplied to CitiMortgage by the person responsible for the servicing
        thereof and satisfying such requirement, if any, as may be set forth in section
        3.

      (c)        Each
        remittance receivable on a mortgage loan will be assumed to be received on
        the
        first day of the month.

       

      2
Transfer
        of mortgage loans and
        issuance of certificates; repurchase and substitution

       

      2.1
        Transfer of mortgage loans

      (a) CMSI,
        as of the closing date, hereby transfers and assigns to the Trustee, without
        recourse, all of CMSI’s right, title and interest in and to

      ·      the
        mortgage loans, including all remittances received or receivable by CMSI
        on or
        with respect to the mortgage loans (other than payments of principal and
        interest due and payable on the mortgage loans, and principal prepayments
        thereon received, on or before the cut-off date), and

      ·      the
        proceeds of any title, primary mortgage, hazard or other insurance policies
        related to the mortgage loans.

      Such
        transfer and assignment is absolute, is made in exchange for the certificates
        described in this section 12,


      
        
           

        

        
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      and
        is
        intended by the parties to be a sale. Nonetheless, to the extent such transfer
        is held not to be a sale under applicable law, it is intended that this
        agreement will be a security agreement under applicable law, and CMSI will
        be
        deemed to have granted to the Trustee, for the benefit of the certificate
        holders and any Insurer, a security interest in the Trust Fund, including
        the
        mortgage loans, mortgage notes and related documents. CMSI will, at its own
        expense, take any action reasonably requested by the Trustee to confirm,
        perfect, and protect the priority of, the security interest granted hereby,
        including the filing of Uniform Commercial Code financing statements in the
        appropriate jurisdictions.

      CMSI
        will
        not transfer any other property to the Trust Fund except as expressly permitted
        by this agreement.

      The
        Trustee acknowledges receipt of the documents and other property referred
        to in
        section 2.1, and declares that the Trustee 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
        certificate holders and any Insurer.

      (b) The
        Trustee and CitiMortgage have entered into a Mortgage Note Custodial
        Agreement substantially in the form of exhibit C with the Mortgage Note
        Custodian named in section 12.1.

      The
        Mortgage Note Custodian may be the Trustee, any affiliate of the Trustee,
        an
        affiliate of CMSI, or an independent entity, except that if the rating
        of the Mortgage Note Custodian’s long-term senior debt is

      
        	
                ·

              	
                rated
                  below BBB, or is not rated, by Fitch if Fitch is a rating
                  agency,

              


      

      
        	
                ·

              	
                rated
                  below A2, or is not rated, by Moody’s if Moody’s is a rating agency,
                  or

              


      

      
        	
                ·

              	
                rated
                  below A+, or is not rated, by S&P if S&P is a rating
                  agency,

              


      

      then
        the
        Trustee shall, reasonably promptly after being notified by CitiMortgage,
        CMSI or
        a rating agency that the Mortgage Note Custodian no longer has the required
        ratings, remove the Mortgage Note Custodian and appoint a successor Mortgage
        Note Custodian, as described in the following paragraph.

      The
        Trustee may at any time remove the initial or any successor Mortgage Note
        Custodian, and enter into a Mortgage Note Custodial Agreement substantially
        in
        the form of exhibit C with a successor Mortgage Note Custodian. The Mortgage
        Note Custodial Agreement may provide that the successor Mortgage Note Custodian
        will conduct the review of each mortgage note required under section 2.1(f),
        except that if the successor Mortgage Note Custodian is CMSI or an
        affiliate of CMSI, the Trustee may conduct the review.

      (c) For
        each mortgage loan (other than a mortgage loan secured by shares in a
        cooperative housing corporation), CMSI will on or before the closing date
        deliver

      ·      to
        the Mortgage Note Custodian 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, except that endorsement
        is
        not required where Mortgage Electronic Registration Systems, Inc.
        (MERS) is the named payee or the nominee of the named payee,
        and


      
        
           

        

        
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      ·      to
        CitiMortgage the following documents or instruments (except to the extent
        CMSI
        is complying with section 2.1(h)):

      (i) The
        original recorded mortgage, 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.

      (ii) Any
        original assumption, modification, buydown or conversion-to-fixed-interest-rate
        agreement applicable to the mortgage.

      (iii) An
        assignment from the Originator or an affiliate of the Originator to the Trustee
        in recordable form of the mortgage which may be included, where permitted
        by
        local law, in a blanket assignment or assignments of the mortgage to the
        Trustee, including any intervening assignments and showing a complete chain
        of
        title from the original mortgagee named under the mortgage to the Originator
        or
        such affiliate and to the Trustee, except that (x) a blanket
        assignment need not be in recordable form but will be delivered with a limited
        power of attorney authorizing the Custodian, on behalf of the Trustee, to
        act
        for the Originator or such affiliate in preparing, executing, delivering
        and
        recording in the Trustee’s name any instruments for recording assignments of the
        related mortgages to the Trustee, (y) if the mortgage is registered with
        MERS, only assignments from the origination of the mortgage to its assignment
        to
        MERS will be required, and (z) if the mortgage was originated with MERS as
        the original mortgagee (a “MOM loan”), no interim assignment will be
        required.

      (iv) 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 other evidence of title.

      (v) Any
        related primary mortgage insurance certificate and related policy or a copy
        thereof.

      (d) For
        each mortgage loan secured by shares in a cooperative housing corporation
        (except to the extent CMSI is complying with section 2.1(h)), CMSI will on
        or
        before the closing date deliver

      ·      to
        the Mortgage Note Custodian 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 and
        assignments 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,
        and

      ·      to
        CitiMortgage the following documents or instruments (except to the extent
        CMSI
        is complying with section 2.1(h)):

      (i) Any
        original assumption, modification, buydown or conversion-to-fixed-interest-rate
        agreement applicable to the mortgage.

      (ii) The
        original stocks, shares, membership certificate or other contractual agreement
        evidencing ownership.

      (iii) The
        original stock power executed in blank.

      (iv) The
        original executed security agreement or similar document and all assignments
        thereof showing a complete chain of assignment from the named secured party
        to
        the Trustee.


      
        
           

        

        
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      (v) The
        original executed proprietary lease or occupancy agreement and all assignments
        thereof showing a complete chain of assignment from the named secured party
        to
        the Trustee.

      (vi) The
        original executed recognition agreement and any executed assignments of
        recognition agreement showing a complete chain of assignment from the named
        secured party to the Trustee.

      (vii) (Except
        for mortgage loans secured by mortgaged properties in the State of New Jersey,
        or originated prior to October 1988 and secured by mortgaged properties in
        the
        State of New York) the executed UCC-1 financing statement with evidence of
        recording thereon and executed original UCC-3 financing statements or other
        appropriate UCC financing statements required by state law, evidencing a
        complete and unbroken chain from the mortgagee to the Trustee with evidence
        of
        recording thereon (or in a form suitable for recordation).

      (viii) Any
        related primary mortgage insurance certificate and related policy.

      (e)
        The
        Mortgage Note Custodian will hold the mortgage notes, and CitiMortgage will
        hold
        the other mortgage documents, in trust for the Trustee and the benefit of
        the
        Trustee, any Insurer and all present and future certificate
        holders.

      For
        purposes of this section 2.1, a document (other than a promissory note or
        document described in the following sentence) will be deemed “delivered” to a
        person if the person has received, or been granted unrestricted access to,
        an
        image of the document that is inscribed in a tangible medium or is stored
        in an
        electronic or other medium and is retrievable in perceivable form. A letter
        of
        credit, investment security or similar instrument that in the ordinary course
        of
        business is transferred by delivery with any necessary endorsement or assignment
        may only be delivered in electronic form if

      ·      the
        document is a security certificate, and applicable state law provides that
        a
        security interest may only be perfected by filing of a financing statement,
        or

      ·      all
        applicable steps have been taken in accordance with CitiMortgage’s underwriting
        policies to confirm in the Trustee a first priority perfected security interest
        in the document or the rights represented by the document.

      (f)
        Pursuant to the Mortgage Note Custodial Agreement, the Mortgage Note Custodian
        will review each mortgage note within 90 days after the closing date to
        ascertain that it has been executed and received, and that such note relates
        to
        the mortgage loans identified in exhibit B.

      (g) On
        or before the closing date, CMSI will deposit in the certificate
        account

      ·      all
        payments on the mortgage loans that CMSI receives after the cut-off date
        and
        before the closing date, to the extent such payments are being transferred
        and
        assigned to the Trustee under this agreement, except any portion of such
        payments on mortgage loans (including servicing fees) of a type not required
        to
        be deposited therein as specified in section 6 or the Series Terms,
        and

      ·      any
        amount required to be so deposited under the Series Terms.

      (h) If
        CMSI is required under this section 2.1 to deliver an original recorded mortgage
        or a completed assignment in recordable form to CitiMortgage by the closing
        date, but cannot do so because of a delay in recording the mortgage, CMSI
        may
        instead

      ·      deliver
        a copy of the mortgage, provided that CMSI certifies that the original mortgage
        has been delivered to a title insurance company for recordation after receipt
        of
        its policy of title insurance


      
        
           

        

        
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      or
        binder
        therefor (which may be a certificate relating to a master policy of title
        insurance), and

      ·      an
        assignment to the Trustee completed except for recording
        information.

      In
        all
        such instances, CMSI will deliver the original recorded mortgage and completed
        assignment (if applicable) to CitiMortgage promptly upon receipt of such
        mortgage.

      If
        an
        original recorded mortgage has been lost or misplaced, CMSI or the related
        title
        insurance company may deliver, in lieu of the mortgage, a copy of the mortgage
        bearing recordation information and certified as true and correct by the
        office
        in which the original mortgage was recorded.

      If
        CMSI
        cannot deliver the original or a copy of a title insurance policy (which
        may be
        a certificate relating to a master policy of title insurance) for a mortgaged
        property to CitiMortgage by the closing date because the policy is not yet
        available, CMSI may instead deliver a binder for the policy, and deliver
        the
        original or a copy of the policy to the Trustee when available.

      If
        CMSI
        cannot deliver an original assumption, modification, buydown or
        conversion-to-fixed-interest-rate agreement to CitiMortgage by the closing
        date,
        CMSI may instead deliver a certified copy thereof. CMSI will deliver the
        original assumption, modification, buydown or conversion-to-fixed-interest-rate
        agreement to the Trustee promptly upon receipt thereof.

      CMSI
        will, at its own expense, prepare and deliver to CitiMortgage each assignment
        referred to in this section 2.1(h) as soon as practicable but not later than
        60
        days after the date of initial issuance of the certificates. For each mortgage
        relating to a mortgaged property located in a state for which the rating
        agencies require recordation of such assignments (as will be specified in
        the
        Series Terms or a CMSI officer’s certificate), CMSI intends to record the
        assignment in the appropriate public office for real property records (or
        supply
        CitiMortgage with evidence of recordation) as soon as practicable after the
        initial issuance of the certificates. Except as provided in this section,
        neither CMSI nor any Originator or affiliate of any Originator will have
        any
        obligation to record any assignment of any mortgage in order to name the
        Trustee
        as mortgagee of record. The preceding sentence will not be in derogation
        of the
        obligation of CMSI, the Originators and affiliates of the Originators to
        record
        (and supply CitiMortgage with evidence thereof) assignments of mortgages
        required in order that CMSI, an Originator or an affiliate of an Originator
        be
        shown as mortgagee of record of each mortgage.

      CMSI
        will, at its own expense, file any UCC-3 financing statements not previously
        filed, and will supply CitiMortgage with evidence of the filing. CMSI intends
        to
        file in the appropriate public office as soon as practicable after the initial
        issuance of the certificates.

      For
        mortgage loans that have been prepaid in full after the cut-off date and
        prior
        to the closing date, CMSI, in lieu of delivering documents to the Mortgage
        Note
        Custodian and CitiMortgage, will on the closing date deliver a certification
        of
        a Servicing Officer as set forth in section 3.13.

      (i)
        Concurrently with the transfer and assignment to the Trustee of the mortgage
        loans, the Trustee or the Authenticating Agent will, in accordance with a
        written order or request signed in CMSI’s name by an Authorized
        Officer,


      
        
           

        

        
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      authenticate
        and deliver to or upon CMSI’s order, duly authenticated certificates in
        authorized denominations evidencing the entire ownership of the Trust Fund.
        The
        Trustee acknowledges that to the extent it holds any class P or class L regular
        interests, it holds such regular interests as assets of the lower-tier or
        upper-tier REMIC, as described in the Series Terms.

       

      2.2
        CMSI’s representations and warranties 

      CMSI
        represents and warrants to the Trustee and any Insurer that as of the closing
        date:

      (i)        The
        information in exhibit B was true and correct in all material respects as
        of the
        dates respecting which such information is furnished, and the information
        provided to the rating agencies, including the loan-level detail, is true
        and
        correct according to rating agency requirements.

      (ii)        As
        of the closing date, each mortgage will be a valid first lien on the property
        securing the related mortgage note subject only to

      ·      the
        lien of current real property taxes and assessments as limited in clause
        (vi)
        below,

      ·      covenants,
        conditions and restrictions, rights of way, easements and other matters of
        public record as of the date of recording of the mortgage, which exceptions
        appearing of record are acceptable to mortgage lending institutions generally
        or
        specifically reflected in the appraisal obtained in connection with the
        origination of the related mortgage loan,

      ·      other
        matters to which like properties are commonly subject that do not in the
        aggregate materially interfere with the benefits of the security intended
        to be
        provided by the mortgage, and

      ·      for
        a mortgage on a cooperative apartment in a cooperative housing corporation,
        the
        right of the related cooperative to cancel the related shares and terminate
        the
        proprietary lease for unpaid assessments (general and special) owed by the
        mortgagor;

      (iii)                  Immediately
        before the transfer and assignment of the mortgage loans to the Trustee,
        CMSI
        has good title to, and is the sole legal owner of, each mortgage loan (except
        as
        set forth in clause (v) below) and immediately upon the transfer and assignment,
        CMSI will have taken all steps necessary so that the Trustee will have good
        title to, and will be the sole legal owner of, each mortgage loan (except
        as set
        forth in clause (v) below);

      (iv)                  As
        of the cut-off date, no payment of principal of or interest on any mortgage
        loan
        was 30 days or more past due (a mortgage loan being considered 30 days past
        due
        in a given month when payment due on the first day of the prior month has
        not
        been made on or before the last day of such prior month) or has been 30 days
        or
        more past due more than once for the twelve months preceding the cut-off
        date;

      (v)        As
        of the closing date, there is no mechanics’ lien or claim for work, labor or
        material affecting the mortgaged property that is or may be a lien prior
        to, or
        equal with, the lien of the mortgage except those that are insured against
        by
        the title insurance policy referred to in (x) below;

      (vi)                  As
        of the closing date, there is no delinquent tax or assessment lien against
        any
        mortgaged property;

      (vii)                  As
        of the closing date, there is no valid offset, defense or counterclaim to
        any
        mortgage note or mortgage, including the obligation of the
        mortgagor


      
        
           

        

        
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      to
        pay
        the unpaid principal and interest on the mortgage note;

      (viii)                  As
        of the closing date, each mortgaged property is free of material damage and
        is
        in good repair;

      (ix)                  Each
        mortgage at the time it was originated complied in all material respects
        with
        applicable state, local and federal laws, including, without limitation,
        all
        applicable usury, equal credit opportunity, recording, disclosure and predatory
        lending laws. No mortgage loan is

      
        	
                ·

              	
                a
                  high cost loan under the predatory lending law of any jurisdiction
                  in
                  which a mortgaged property is
                  located,

              


      

      
        	
                ·

              	
                a
                  “High Cost Loan” or “Covered Loan,” as such terms are defined in the
                  current version of Standard & Poor’s LEVELS® Glossary, (Version 6.0
                  Revised, Appendix E),

              


      

      
        	
                ·

              	
                a
                  “High-Cost Home Loan,” as defined in either the Indiana High Cost Home
                  Loan Law, effective January 1, 2005, the New Jersey Home Ownership
                  Security Act of 2002, effective November 27, 2003, or the New Mexico
                  Home
                  Loan Protection Act, effective January 1, 2004,
                  or

              


      

      
        	
                ·

              	
                a
                  “high cost home mortgage loan,” as defined in the Massachusetts Predatory
                  Home Loan Practices Act, effective November 9,
                  2004,

              


      

      and
        no
        mortgage loan originated on or after October 1, 2002 through March 6, 2003
        is
        governed by the Georgia Fair Lending Act;

      (x)
        A
        lender’s title insurance policy or binder approved as such by Fannie Mae or
        Freddie Mac, or other assurance of title customary in the relevant jurisdiction,
        was issued on the date of the origination of each mortgage loan (other than
        a
        mortgage loan for a cooperative apartment), and, as of the closing date,
        each
        such policy, binder or assurance is valid and in full force and
        effect;

      (xi)
        The
        mortgage loans conform in all material respects with their descriptions in
        the
        prospectus relating to the certificates;

      (xii)
        Each mortgage loan with an original principal balance exceeding 80% (or,
        for
        certain mortgage loans originated before 1995, 90%) of its original value
        is
        covered by primary mortgage insurance at least until its outstanding principal
        balance is less than or equal to 80% of the original value, either through
        principal payments by the mortgagor or as determined by a new appraisal
        delivered subsequent to origination. So long as it is in effect, the primary
        mortgage insurance covers losses from defaults in an amount equal to the
        excess,
        of the outstanding principal balance of the mortgage loan over 75% of the
        original value of the mortgage loan;

      (xiii)                  The
        original principal balance of each mortgage loan was not more than 95% of
        the
        original value of the mortgage loan;

      (xiv)
        For
        each buydown mortgage loan, the buydown funds deposited in the buydown account,
        if any, will be sufficient, after crediting interest at the rate per annum,
        if
        any, specified in the buydown agreement compounded monthly to the buydown
        account and adding the amounts required to be paid by the mortgagor, to make
        the
        scheduled payments stated in the mortgage note for the term of the buydown
        subsidy agreement;

      (xv) Each
        mortgage loan is a “qualified mortgage” within the meaning of Section 860G(a)(3)
        of the Internal Revenue Code.

      (xvi) For
        each mortgaged property at the time the mortgage loan was originated, no
        improvement located on or part of the mortgaged property
        violated


      
        
           

        

        
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      any
        applicable zoning or subdivision
        laws or ordinances.

      (xvii) For
        each mortgaged property, the terms of the mortgage note and the mortgage
        loan
        have not been impaired, altered or modified in any material respect, except
        by a
        written instrument which has been recorded or is in the process of being
        recorded.

      (xviii) For
        each mortgaged property, no default or waiver exists under the mortgage
        documents, and no modifications to the mortgage documents have been made,
        that
        have not been disclosed.

      (xix) If
        a mortgaged property is in a Federal Emergency Management Agency designated
        flood area, a flood insurance policy is in effect covering the mortgaged
        property.

      (xx) For
        each mortgaged property as of the closing date, a hazard insurance policy
        is in
        place.

      The
        representations and warranties in this section 2.2 will survive delivery
        of the
        mortgage files to the Trustee.

       

      2.3
        Repurchase or substitution of mortgage loans 

      (a)
        Each
        of CMSI, CitiMortgage and the Trustee will promptly notify the other parties
        if
        it discovers a breach of any of the representations and warranties in section
        2.2 that materially and adversely affects the interests of the certificate
        holders or any Insurer in a mortgage loan (including a mortgage loan substituted
        for a nonconforming mortgage loan pursuant to section 2.4) (a material
        breach).

      (b)
        If
        CMSI is notified of a material breach, CMSI will have 60 days after the notice
        (or a longer period approved in advance in writing by a Responsible Officer
        of
        the Trustee) to cure the breach in all material respects, or to repurchase
        the
        mortgage loan or substitute eligible substitute mortgage loans, as provided
        in
        this section 2.3.

      Except
        as
        expressly provided in this agreement, neither the Mortgage Note Custodian
        nor
        CitiMortgage is required to inspect or review any document in a mortgage
        file.
        However, if the Mortgage Note Custodian finds that a mortgage note is missing
        or
        materially defective, the Mortgage Note Custodian will promptly notify
        CitiMortgage and CMSI by e-mail. CMSI will then have 180 days after the notice
        to cure the breach in all material respects, or to repurchase the mortgage
        loan
        or substitute eligible substitute mortgage loans, as provided in this section
        2.3, except that CMSI will only have 90 days after the notice to cure, cure,
        repurchase, or substitute if the defect causes the mortgage loan to fail
        to be a
“qualified mortgage” under Internal Revenue Code section
        860G(a)(3).

      (c)
        Any
        repurchase by CMSI of a mortgage loan will be at a price equal to

      (i) 100%
        of the scheduled principal balance of the mortgage loan on the date of
        repurchase, plus

      (ii) accrued
        and unpaid interest thereon at the pass-through rate to the first day of
        the
        following month, plus

      (iii) any
        costs and damages incurred by the Trust Fund in connection with any violation
        by
        such mortgage loan of any predatory lending law, plus

      (iv) aggregate
        outstanding advances for the mortgage loan, to the extent not recovered in
        (ii)
        above.

      (d)
        CMSI
        will pay the repurchase price to CitiMortgage, which will promptly deposit
        the
        repurchase price in the certificate account. A repurchase of a mortgage loan
        under this section 2.3 will be considered a prepayment in full of the mortgage
        loan on the date of repurchase. Upon the Trustee’s receipt of written notice of
        the deposit signed by an


      
        
           

        

        
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      Authorized
        Officer of CitiMortgage, the Trustee will direct the Mortgage Note Custodian
        and
        CitiMortgage to release the related mortgage file to CMSI and will execute
        and
        deliver such instruments of transfer or assignment furnished to the Trustee,
        in
        each case without recourse, as CMSI reasonably requests, to vest the mortgage
        loan in CMSI. Repurchase of the mortgage loan by CMSI will be deemed to include
        the right to receive any remittance on the mortgage loan payable or received
        on
        or after the date of repurchase, and CitiMortgage will, upon receipt, promptly
        pay CMSI the amount of any such remittance.

      (e)
        CMSI
        may, instead of repurchasing a mortgage loan pursuant to this section 2.3,
        substitute one or more eligible substitute mortgage loans (as defined below)
        for
        one or more nonconforming mortgage loans. Such a substitution will take place
        on
        a business day designated by CMSI (the substitution day) occurring
        before the second anniversary of the startup day, subject to satisfaction
        of the
        conditions in section 2.1 and the following conditions:

      (i)        no
        Event of Default is continuing; and

      (ii)        the
        aggregate scheduled principal balance of all eligible substitute mortgage
        loans
        substituted on the substitution day (determined for each eligible substitute
        mortgage loan as of the substitution day) does not exceed 40% of the aggregate
        scheduled principal balance of all mortgage loans as of the closing
        date;

      (f)
        An
eligible substitute mortgage loan: is a mortgage loan

      ·      for
        which all payments of principal and interest due on or before the substitution
        day have been received,

      ·      
        that has a mortgage note rate equal to or greater than the highest mortgage
        note
        rate of any mortgage loan for which it is being substituted,

      ·      that
        matures no later than, and no more than one year before, any mortgage loan
        for
        which it is being substituted,

      ·      that
        has an original term to maturity equal to each mortgage loan for which it
        is
        being substituted, and

      ·      that
        has a scheduled principal balance that, together with any other eligible
        substitute mortgage loans being substituted on that substitution day, and
        any
        funds CMSI deposits in the certificate account relating to the substitution
        (the substitution adjustment amount) equals or exceeds the mortgage
        loans for which they are being substituted.

      The
        substitution adjustment amount will be separately accounted for as a reserve
        fund in the certificate account and will be remitted to certificate holders
        in
        the month following receipt when the repurchase proceeds are remitted to
        compensate for the resulting shortfall incurred in connection with the
        substitution of mortgage loans.

      (g)
        If,
        on the substitution day, any installment of principal and interest has been
        received in the certificate account where the principal portion has not been
        applied to reduce the scheduled principal balance of the mortgage loan that
        is
        being substituted for, because the installment was received before the first
        day
        of the applicable month, the full amount of such prepaid installment will
        be
        paid on the substitution day to CMSI from the certificate account.

      (h)
        Upon
        a substitution of mortgage loans pursuant to this section 2.3,

      ·      exhibit
        B to this agreement will be deemed to be amended to exclude all mortgage
        loans
        being replaced by such eligible substitute mortgage loans and to include,
        pursuant to section 10.1, the information in the supplemental


      
        
           

        

        
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      mortgage
        loan schedule regarding the eligible substitute mortgage loans, and all
        references in this agreement to mortgage loans will include such eligible
        substitute mortgage loans,

      ·      CMSI
        will be deemed to represent and warrant, as of the substitution day, that
        the
        representations and warranties in section 2.2 are true of the eligible
        substitute mortgage loans, and

      ·      the
        Trustee will release to CMSI the nonconforming mortgage loans and execute
        and
        deliver any instruments of transfer or assignment required to transfer, without
        recourse, the nonconforming mortgage loans to CMSI.

      (i)
        CMSI’s obligation under this section 2.3 to repurchase or substitute mortgage
        loans will be the sole remedy against CMSI available to the certificate holders
        or the Trustee on behalf of the certificate holders for a material defect
        in a
        mortgage document or a breach of a representation and warranty in section
        2.2.

       

      3
Servicing
        

       

      3.1
        CitiMortgage as servicer and master servicer

      (a)
        Affiliated mortgage loans. CitiMortgage will service those mortgage
        loans listed in exhibit B, other than any mortgage loans listed on schedule
        B-TP
        (the affiliated mortgage loans).

      (b)
        Third-party mortgage loans. The mortgage loans listed in schedule B-TP
        to exhibit B (third-party mortgage loans) will be serviced by a
third-party servicer pursuant to this agreement, a third-party
        servicing agreement between CitiMortgage and the third-party servicer, and
        the Guide. CitiMortgage will be the master servicer for each
        third-party mortgage loan. Each third-party servicing agreement will be
        consistent with this agreement and, except for special servicing agreements,
        will be effective as of the closing date.

      (c)
        Special servicing. CitiMortgage may enter into a special servicing
        agreement with an unaffiliated person (the class B holder). At any
        time that the class B holder holds 100% of the beneficial interest in the
        most
        subordinated class of certificates, the class B holder may designate a
special servicer to service certain mortgage loans in default and REO
        property (specially serviced mortgage loans). Any special servicing
        agreement will be subject to each rating agency’s acknowledgement that the
        ratings of each class of certificates in effect immediately prior to
        CitiMortgage’s entering into the special servicing agreement will not be
        qualified, downgraded or withdrawn, and that no class of certificates will
        be
        placed on credit review status (except for possible upgrading) as a result
        of
        the agreement.

      CitiMortgage
        will be the master servicer and the special servicer will be a third-party
        servicer for the specially serviced mortgage loans. Except as otherwise stated
        or as the context clearly requires, references in this agreement to third-party
        mortgage loans will include specially serviced mortgage loans, and references
        to
        third-party servicing agreements will include special servicing
        agreements.

      (d)
        Third-party servicing. With CitiMortgage’s approval, a third-party
        servicer may delegate its servicing obligations, but the third-party servicer
        will remain obligated under its third-party servicing agreement. CitiMortgage
        and any third-party servicer may amend the third-party servicing agreement,
        consistent with this agreement.

      CitiMortgage
        will enforce each third-party servicer’s obligations under its third-party
        servicing agreement,


      
        
           

        

        
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      including
        any obligation to make advances for delinquent payments or to purchase a
        mortgage loan on account of defective documentation or a breach of a
        representation or warranty. Such enforcement, including the legal prosecution
        of
        claims, termination of third-party servicing agreements, and the pursuit
        of
        other appropriate remedies, will as to form, extent and timing be conducted
        as
        CitiMortgage, in its good faith business judgment, would require if it were
        the
        owner of the mortgage loans. CitiMortgage will pay the costs of enforcement
        at
        its own expense, but will be reimbursed only from

      ·      a
        general recovery resulting from the enforcement only to the extent that the
        recovery exceeds all amounts due on the mortgage loans, or

      ·      a
        specific recovery of costs, expenses or attorneys fees against the party
        against
        whom the enforcement is directed.

      (e)
        Servicinggenerally. In connection with its servicing and
        master servicing, CitiMortgage

      ·      may,
        acting alone or through third-party servicers, take any action it deems
        necessary or desirable.

      ·      may
        execute and deliver on behalf of itself, the certificate holders or the Trustee
        any instruments of satisfaction or cancellation, or of partial or full release
        or discharge and all other comparable instruments, for the mortgage loans
        and
        the related mortgaged properties.

      ·      will
        service and master service the mortgage loans in the best interests of, and
        for
        the benefit of, the certificate holders and any Insurer.

      ·      will
        service the affiliated mortgage loans in accordance with its normal servicing
        procedures for mortgage loans held in its own portfolio.

      ·      will
        master service the third-party mortgage loans, in accordance with prudent
        mortgage loan servicing standards and procedures accepted in the mortgage
        banking industry and in accordance with the Guide.

      ·      will
        promptly notify the Trustee of any circumstance that might adversely affect
        CitiMortgage’s ability to service or master service any mortgage loan or to
        otherwise perform its obligations under this agreement.

      ·      will
        maintain accurate books and records, and an adequate system of audit and
        internal controls, that will permit the Trustee, or its duly authorized
        representatives and designees, to examine and audit and make legible
        reproductions of records during reasonable business hours. All such records
        will
        be maintained for the period required by the Guide or any longer period required
        by law.

      The
        Trustee will furnish CitiMortgage with any powers of attorney and other
        documents reasonably necessary or appropriate, and will take any other actions
        that CitiMortgage reasonably requests, to enable CitiMortgage to carry out
        its
        servicing duties.

       

      3.2
        Collections 

      CitiMortgage
        and each third-party servicer will, to the extent consistent with this
        agreement,

      
        	
                ·

              	
                follow
                  such normal collection procedures as it deems necessary and advisable,
                  and

              


      

      
        	
                ·

              	
                make
                  reasonable efforts to collect all amounts payable on the mortgage
                  loans it
                  services.

              


      

      Consistent
        with the foregoing, CitiMortgage may

      ·      waive
        any late payment charge, prepayment charge or penalty interest in connection
        with the prepayment of a mortgage loan or any assumption fees
        or


      
        
           

        

        
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      other
        fees collected in the ordinary course of servicing the mortgage loan,
        and

      ·      arrange
        with a mortgagor a schedule for the payment of principal and interest due
        and
        unpaid after the applicable first day of the month if CitiMortgage reasonably
        believes that without the arrangement the mortgagor would default on the
        mortgage loan. Regardless of whether such an arrangement is made, the mortgage
        loan will be considered delinquent for all purposes of this
        agreement.

      CitiMortgage
        need not institute litigation to collect any payment if it reasonably believes
        that the cost of litigation is likely to outweigh its economic
        benefit.

       

      3.3
        Certificate and other accounts 

      (a)
        Certificate account. On or before the closing date, CitiMortgage will
        open with Depositories or the Paying Agent one or more certificate accounts
        (collectively, the certificate account). The certificate account will
        include any alternative certificate account. The certificate account will
        be a
        non-interest bearing account unless the Series Terms state that the certificate
        account is an investment account.

      CitiMortgage
        will not commingle funds and other property in the certificate account with
        any
        other funds or property of CitiMortgage or the Trustee. However, in order
        to
        efficiently transfer funds in the certificate account to a distribution account,
        CitiMortgage may, on the business day preceding the date funds are to be
        transferred from the certificate account to the distribution account, transfer
        those funds to a commingled clearance account, provided, that if Fitch
        has rated the certificates, CitiMortgage may not so commingle funds unless
        CitiMortgage’s short-term rating, or the short-term rating of any person to whom
        CitiMortgage has delegated servicing under this agreement, by Fitch is at
        least
“F1.” The clearance account will be under CitiMortgage’s sole control, and
        CitiMortgage will maintain adequate records indicating the ownership of the
        funds in the clearance account.

      CitiMortgage,
        on behalf of the Trustee, will deposit in the certificate account, within
        one
        business day following receipt and posting, the following amounts received
        by it
        on the affiliated mortgage loans (remittances on the affiliated
        mortgage loans):

      ·      all
        principal payments and prepayments (other than payments due, and principal
        prepayments received, on or before the cut-off date);

      ·      all
        interest payments (other than payments due on or before the cut-off date),
        net
        of any servicing fee retained by CitiMortgage pursuant to section
        3.8(b);

      ·      any
        buydown funds required to be deposited pursuant to section 3.16;

      ·      all
        net liquidation proceeds, other than proceeds to be applied to the restoration
        or repair of the related mortgaged property or released to the related mortgagor
        in accordance with normal servicing procedures;

      ·      proceeds
        from the repurchase of a mortgage loan, and the substitution adjustment amount
        in connection with an eligible substitute mortgage loan;

      ·      all
        hazard insurance proceeds;

      ·      any
        advance account advance;

      ·      any
        loss recoveries; and

      ·      the
        amount CitiMortgage is required to pay into the certificate account pursuant
        to
        section 3.4, “Prepayment interest shortfalls.”

      If
        CitiMortgage must repay any amount deposited in the certificate account,
        by
        reason of the reversal of a provisional credit owing to the
        dishonor


      
        
           

        

        
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      of
        a
        mortgagor’s check or otherwise, CitiMortgage will promptly

      ·      withhold
        a corresponding amount from a subsequent deposit into the certificate account,
        and

      ·      restate
        its accounts appropriately.

      CitiMortgage
        need not deposit in the certificate account

      
        	
                ·

              	
                amounts
                  required to be deposited into the servicing
                  account,

              


      

      
        	
                ·

              	
                collected
                  servicing fees, except as required by section 3.4, “Prepayment interest
                  shortfalls,”

              


      

      
        	
                ·

              	
                collected
                  prepayment charges, late payment charges, assumption fees and other
                  similar charges, which CitiMortgage may retain as additional servicing
                  compensation, and

              


      

      
        	
                ·

              	
                reimbursements
                  of servicing advances,

              


      

      received
        on affiliated mortgage loans.

      (b)
        Servicing accounts. CitiMortgage will establish and maintain
servicing accounts with Depositories, and will deposit therein all
        collections of taxes, assessments, primary mortgage or hazard insurance premiums
        or comparable items for the account of the mortgagors. CitiMortgage may withdraw
        funds from the servicing account, but only

      ·      to
        effect payment of taxes, assessments, primary mortgage or hazard insurance
        premiums or comparable items,

      ·      to
        reimburse the relevant servicer for costs incurred in effecting the timely
        payment of taxes and assessments on a mortgaged property, for servicing account
        advances, and for payments made pursuant to section 3.1 regarding timely
        payment
        of taxes and assessments, section 3.10 regarding premiums on primary mortgage
        insurance policies, and section 3.11 regarding premiums on standard hazard
        insurance policies, or

      ·      to
        refund to a mortgagor any amounts determined to be overages, or to pay interest
        owed to mortgagors on such account to the extent required by law, or to clear
        and terminate such accounts at the termination of this agreement in accordance
        with section 9.1.

      The
        servicing account may commingle collections from other series that have the
        same
        Trustee. The servicing account will be a non-interest bearing account unless
        the
        Series Terms state that the servicing account is an investment
        account.

      Any
        costs
        incurred by the relevant servicer in effecting the timely payment of taxes
        and
        assessments on a mortgaged property will not, for the purpose of calculating
        monthly distributions to certificate holders, be added to the amount owing
        under
        the related mortgage loan, even if the terms of the mortgage loan so
        permit.

      (c)
        Third-party accounts. CitiMortgage will establish and maintain with
        Depositories segregated custodial accounts for P&I and segregated
escrow accounts in accordance with the requirements of the Guide. Each
        third-party servicer will deposit in such accounts, within two business days
        of
        receipt and posting, the amounts related to the third-party mortgage loans
        required by the third-party servicing agreements to be so deposited. Amounts
        in
        a custodial account for P&I will be fully insured by the FDIC or the
        National Credit Union Share Insurance Fund. To the extent amounts in a custodial
        account for P&I are not fully insured, the excess will either, at
        CitiMortgage’s option,

      ·      be
        promptly remitted to the certificate account or a custodial investment account,
        or

      ·      be
        secured by one or more Eligible Investments maturing not later than the
        determination date, provided that the Trustee has received an opinion of
        counsel
        acceptable to the Trustee to the


      
        
           

        

        
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      effect
        that CitiMortgage has either a claim to the funds held by the institution
        or a
        perfected first security interest against such Eligible Investments superior
        to
        the claims of any other depositor or general creditor of such
        institution.

      Proceeds
        received on individual third-party mortgage loans from a title, hazard or
        other
        insurance policy covering the mortgage loan, other than a primary mortgage
        insurance policy, will be deposited first in the applicable escrow account
        if
        required for the restoration or repair of the related mortgaged property.
        Proceeds from such insurance policies not so deposited in the applicable
        escrow
        account and proceeds from primary mortgage insurance policies will be deposited
        in the custodial account for P&I and will be applied to the balances of the
        related third-party mortgage loans as payments of interest and
        principal.

      Third-party
        servicers may withdraw funds from custodial accounts for P&I as permitted by
        this agreement and in accordance with the Guide. The Trustee will have no
        responsibility for monitoring such withdrawals.

      CitiMortgage
        will maintain separate accounting on a mortgage loan-by-mortgage loan basis
        for
        any remittances to or payments from the custodial accounts for
        P&I.

      (d)
        Transfers from third-party accounts to certificate account. On each
        determination date, each third-party servicer will withdraw from its custodial
        accounts for P&I and deposit into the certificate account the following
        amounts (remittances on third-party loans):

      ·      scheduled
        installments of principal and interest on the third-party mortgage loans
        received by the third-party servicers that were due on the first day of that
        month, net of third-party servicing fees due third-party servicers;

      ·      principal
        prepayments and insurance proceeds, net of third-party servicing fees due
        third-party servicers, received in the preceding month;

      ·      liquidation
        proceeds on a third-party mortgage loan.

      (e) Accounts
        generally. The certificate account, the servicing account, each custodial
        account for P&I, the escrow account and the distribution account will each
        bear a designation clearly indicating that the funds in the account are held
        for
        the benefit of the Trustee or the certificate holders. CitiMortgage, each
        third-party servicer, and the Paying Agent will hold all money and property
        received by it as part of the Trust Fund and will apply it as provided in
        this
        agreement, except that amounts from buydown funds required to be
        deposited pursuant to section 3.16 will be held by CitiMortgage in the buydown
        account on behalf of the mortgagors, subject to withdrawal by CitiMortgage
        for
        the purposes set forth in sections 3.6(b) and (c).

      The
        certificate account, the servicing account, each custodial account for P&I,
        the escrow account and the distribution account will each at all times be
        maintained at a bank that is rated a minimum of A-2 (or BBB+ or above if
        it has
        not short-term rating) by S&P. If such an account is held at a bank that
        fails to maintain such a rating, CitiMortgage will move the account within
        30
        days to a bank that does have such a rating.

       

      3.4
        Prepayment interest shortfalls

      (a)
        Affiliated mortgage loans. CitiMortgage will deposit in the certificate
        account on the business day preceding each distribution day the aggregate
        prepayment interest shortfall on the affiliated mortgage loans for
        the


      
        
           

        

        
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      preceding
        month provided that such deposit need not exceed the lesser
        of

      ·      the
        aggregate amount of the collected servicing fees on the affiliated mortgage
        loans for the month preceding such distribution day and

      ·      one-half
        the scheduled servicing fee on the affiliated mortgage loans for that
        month.

      Such
        deposit will not be considered to be a voluntary advance by CitiMortgage,
        and
        will not be reimbursable to CitiMortgage from the certificate account or
        otherwise.

      (b)
        Third-party mortgage loans. Each third-party servicer will transfer to
        the certificate account on each determination date the aggregate amount required
        under the Guide to be paid by third-party servicers in respect of prepayment
        interest shortfalls on third-party mortgage loans for the preceding
        month.

      (c)
        Each
        third-party servicer will deposit in the certificate account on the business
        day
        preceding each distribution day the aggregate prepayment interest shortfall
        on
        its third-party mortgage loans for the preceding month, provided that
        the aggregate of such deposits for all third-party loans for any distribution
        day will be reduced by any amounts paid by the third-party servicer under
        the
        preceding paragraph (b) on the preceding determination date.

       

      3.5
        Advances

      (a)
        Servicing account advances. CitiMortgage will deposit in the servicing
        account the payment of property taxes, primary mortgage and hazard insurance
        premiums, and other similar payments that are not timely paid by the mortgagors
        or advanced by the third-party servicers on the date when the tax, premium
        or
        other cost for which the payment is intended is due.

      (b)
        Remittance delinquencies. For each distribution day, a remittance
        delinquency:

      ·      on
        an affiliated loan is the originally scheduled interest at the pass-through
        rate, and principal installment (as adjusted for any principal prepayments),
        on
        the mortgage loan due from the mortgagor on (but not before) the first day
        of
        the month but not received in the certificate account by close of business
        on
        the third business day before the distribution day.

      ·      on
        a third-party loan is the originally scheduled interest at the pass-through
        rate, and principal installment (as adjusted for any principal prepayments),
        on
        the mortgage loan due from the mortgagor on (but not before) the first day
        of
        the month but not received in the certificate account by close of business
        on
        the determination date for the distribution day.

      ·      on
        a buydown mortgage loan is the accrued and unpaid interest at the related
        pass-through rate, and the principal installment (as adjusted for any principal
        prepayments) on the mortgage loan due from the related buydown account on
        (but
        not before) the first day of the month but not received in the certificate
        account by close of business on (a) the third business day before the
        distribution day (for a buydown mortgage loan that is an affiliated loan)
        or
        (b) the determination date (for a buydown mortgage loan that is a
        third-party mortgage loan).

      A
        remittance delinquency does not include

      ·      a
        reduction in principal or interest payments received from a mortgagor due
        to a
        mortgage loan modification pursuant to section 3.19, or

      ·      an
        apparent remittance delinquency that is determined by CitiMortgage to be
        the
        result of the occurrence of an extraordinary event (but not including
        a


      
        
           

        

        
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      remittance
        delinquency determined to be eligible for an advance pursuant to this section
        3.5).

      (c)
        Advances by third-party servicers. To the extent required by its
        third-party servicing agreement, each third-party servicer will transfer
        to the
        certificate account, on the determination date, any amount required to be
        advanced under its third-party servicing agreement (a third-party servicer
        advance).

      (d)
        Uncommitted cash advances. On the business day before each distribution
        day, CitiMortgage will transfer from the certificate account to the distribution
        account

      ·      uncommitted
        cash related to affiliated mortgage loans in an amount not greater than the
        remittance delinquencies on the affiliated mortgage loans for that distribution
        day, and

      ·      uncommitted
        cash relating to third-party mortgage loans in an amount not greater than
        the
        remittance delinquencies on the third-party mortgage loans for that distribution
        day.

      (e)
        Voluntary advances by CitiMortgage. On the business day before each
        distribution day, CitiMortgage will deposit in the certificate account a
        voluntary advance equal to

      ·      the
        sum of (i) remittance delinquencies on the mortgage loans for that
        distribution day, (ii) scheduled interest not required to be paid by the
        mortgagors on the first day of the month because of the limitations on mortgage
        interest payments under the federal Servicemembers Civil Relief Act or any
        comparable state laws, in each case after adjustment of delinquent or
        non-required interest payments to interest at the pass-through rate, and
        (iii) the amount of any uncommitted cash transferred to the distribution
        account for the preceding distribution day, minus

      ·      the
        sum of (i) uncommitted cash transferred to the distribution account on the
        same day pursuant to paragraph (d) above, and (ii) any third-party servicer
        advances for that distribution day.

      (f)
        Paying agent advances. Before noon on each distribution day, the Paying
        Agent will deposit into the distribution account an affiliated Paying Agent
        advance equal to

      ·      the
        sum of (i) all remittance delinquencies on the affiliated mortgage loans
        for that distribution day, and (ii) the amount of all uncommitted cash
        advances related to the affiliated mortgage loans transferred to the
        distribution account for the preceding distribution day,
minus

      ·      the
        sum of (i) any uncommitted cash advance related to the affiliated mortgage
        loans for that distribution day and (ii) any voluntary advance by
        CitiMortgage related to the affiliated loans for that distribution day, other
        than an advance of interest not required to be paid because of the limitations
        on mortgage interest payments under the federal Servicemembers Civil Relief
        Act
        or any comparable state laws (Relieved interest).

      Before
        noon on each distribution day, the Paying Agent will deposit into the
        distribution account a third-party Paying Agent advance equal
        to

      ·      the
        sum of (i) all remittance delinquencies on the third-party mortgage loans
        for that distribution day, and (ii) the amount of uncommitted cash advances
        related to the third-party mortgage loans transferred to the distribution
        account for the preceding distribution day, minus

      ·      the
        sum of (i) any uncommitted cash advances related to third-party mortgage
        loans for that distribution day, and (ii) any third-party servicer
        advance,


      
        
           

        

        
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      other
        than an advance of Relieved interest, for that distribution day.

      CitiMortgage
        will on the business day it receives notice from the Paying Agent of the
        amount
        of any affiliated or third-party Paying Agent advance,

      
        	
                ·

              	
                pay
                  the Paying Agent a servicing administration fee of $100 for each
                  distribution day on which the Paying Agent makes such an advance,
                  and

              


      

      
        	
                ·

              	
                reimburse
                  the Paying Agent for the amount of the
                  advance,

              


      

      provided
        that if the notice is received after 1PM on a business day, the administration
        fee and reimbursement will be made to the Paying Agent by 1PM on the following
        business day.

      Promptly
        after the Trust Fund is terminated pursuant to section 9, CitiMortgage will
        notify the Paying Agent of the amount of affiliated and third-party Paying
        Agent
        advances for which CitiMortgage reimbursed the Paying Agent and that were
        not
        recovered from later remittances, net recoveries or other proceeds or
        collections on the affiliated or third-party mortgage loans, respectively.
        The
        Paying Agent will reimburse CitiMortgage for the amount of reimbursements
        not so
        recovered on the next business day after its receipt of the notice.

      (g)
        Limited obligation to make advances. Notwithstanding anything to the
        contrary in this agreement, the relevant servicer will not be obligated to
        make
        any advance described in sections (a) through (e) above, nor will the Paying
        Agent be obligated to make any advance described in section (f) above, except
        to
        the extent that the servicer or the Paying Agent determines that the advance
        will be recoverable from future payments and proceeds on the related mortgage
        loan.

      CitiMortgage
        will provide the Paying Agent with any information CitiMortgage has and the
        Paying Agent requests to help the Paying Agent determine if a Paying Agent
        advance will be recoverable.

      (h)
        Future moratorium legislation. If after the date of this agreement, any
        state or locality enacts legislation granting mortgagors a full or partial
        moratorium on mortgage payments while the mortgagor is on active military
        service, CitiMortgage, will, by notice to the Paying Agent, elect whether
        CitiMortgage will advance part or all of any postponed payments under such
        legislation. CitiMortgage will make a separate election for each state or
        locality that adopts such legislation. To the extent CitiMortgage elects
        not to
        advance part or all of such postponed payments, the Paying Agent will not
        have
        any obligation to advance such payments.

       

      3.6
        Distributions

      (a)
        Transfers to distribution account. Not later than 12 noon on each
        distribution day, CitiMortgage will withdraw from the certificate account
        and
        deposit in a distribution account established by the Paying Agent (or
        to the extent provided in the Series Terms, any pooling, lower-tier or
        upper-tier REMIC account), all distributions to be made on the distribution
        day
        on the certificates (or class P or class L regular interests). The distribution
        account will not be commingled with any other account.

      (b)
        Distributions to certificate holders. On each distribution day, the
        Paying Agent will distribute from the distribution account (or, to the extent
        provided in the Series Terms, any pooling, lower-tier, or upper-tier REMIC
        account) to each certificate holder of record on the preceding record date
        (other than as provided in section (c) below for final distributions) the
        certificate holder’s


      
        
           

        

        
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      share
        (based on the denomination of certificates of the applicable class held by
        the
        holder) of the amounts distributable to such class in accordance with the
        priorities set forth in the Series Terms, as set forth in the applicable
        distribution day statement.

      All
        reductions in principal balance of a certificate (or one or more Predecessor
        Certificates) effected by distributions made on any distribution day or
        reductions thereof without distributions in accordance with this agreement
        (including final distributions under section (c) below or section 9.1) will
        be
        binding upon all holders of such certificate and of any certificate issued
        upon
        the registration of transfer thereof or in exchange therefor or in lieu thereof,
        whether or not the distributions are noted on the certificate.

      (c)
        Final distributions. If CitiMortgage expects that the principal balance
        of any class will be reduced to zero on the next distribution day, it will,
        not
        later than the third day before that distribution day, mail to the Paying
        Agent
        and each person in whose name a certificate to be so retired is registered
        at
        the close of business on the applicable record date a notice that:

      ·      CitiMortgage
        expects that funds sufficient to reduce the principal balance of the certificate
        to zero will be available in the certificate account on that distribution
        day,
        and

      ·      if
        such funds are available, (A) a final distribution will be made on that
        distribution day, but only upon presentation and surrender of the certificate
        at
        the office or agency of the Paying Agent maintained for that purpose pursuant
        to
        the Series Terms (the address of which will be set forth in the notice),
        and (B)
        no interest will accrue on the certificate after the end of the month preceding
        the distribution day.

      The
        final
        distribution on each certificate (including the final distribution on any
        certificate receiving a distribution in connection with a termination pursuant
        to section 9.1) will be payable only upon presentation and surrender of the
        certificate on or after the distribution day for such final distribution
        at the
        office or agency of the Paying Agent maintained for that purpose pursuant
        to the
        Series Terms.

      (d)
        Method of payment. Each distribution will be made

      
        	
                ·

              	
                by
                  check mailed to the certificate holder at its address appearing
                  in the
                  Certificate Register, or

              


      

      
        	
                ·

              	
                by
                  wire transfer if the certificate holder is eligible for wire transfer
                  under the Series Terms and the Paying Agent has received wiring
                  instructions from the certificate holder,
                  or

              


      

      
        	
                ·

              	
                by
                  such other means of payment as the certificate holder, CitiMortgage,
                  and
                  the Paying Agent may agree.

              


      

      Wiring
        instructions received by the Paying Agent will remain in effect until changed
        by
        the certificate holder by written notice to the Paying Agent at least five
        business days before a distribution day.

      (e)
        Unclaimed distributions. Any amounts in the distribution account that
        are distributable as interest or principal pursuant to this section 3.6,
        but are
        not distributed because of the non-presentation of the related certificates,
        or
        because the check for such payment is returned undelivered, will be held
        by the
        Paying Agent for two years in a separate trust account for the benefit of
        the
        holders of such certificates. Amounts in the separate account will be deemed
        to
        have been distributed to the holders for the purpose of any calculations
        required


      
        
           

        

        
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      by
        this
        agreement and will no longer be available for application to any other amounts
        due under this agreement.

      After
        two
        years, any amount that remains in the separate account will be paid to the
        holders of the residual certificates, as appropriate (except that any amounts
        representing reimbursement for an insured payment will be paid to the Insurer).
        After such payment, the certificate holders will be required to seek payments
        as
        unsecured general creditors from the holders of the residual certificates,
        as
        appropriate.

      (f) Determination
        of distributions. CitiMortgage will determine on each determination date,
        based on payments received on the mortgage loans:

      ·      the
        pool distribution amount;

      ·      the
        interest allocation and interest allocation carryforward for each
        class;

      ·      the
        principal allocation for each class;

      ·      the
        principal distribution for each class;

      ·      any
        ratio-stripped PO class reimbursement;

      ·      any
        insurance premium; and

      ·      any
        other information required to determine the distributions to be made to
        certificate holders in accordance with the Series Terms.

      (g)
        Distribution day data. CitiMortgage will prepare, and will deliver to
        the Paying Agent no later than 12 noon on the third business day before each
        distribution day, distribution day data for that distribution day as
        to:

      (i)        the
        pool distribution amount (including any portion that represents loss
        recoveries);

      (ii)        the
        aggregate amount of interest accrued during the related month on all outstanding
        certificates and any non-supported prepayment interest shortfalls;

      (iii)                  the
        aggregate amount of interest to be distributed to each class, identifying
        the
        portion attributable to the class’s interest allocation
        carryforwards;

      (iv)                  the
        aggregate distribution in reduction of principal balance to be made for each
        class;

      (v)        the
        amount in reduction of principal balance of the certificates that is not
        the
        result of distributions in reduction of principal balance;

      (vi)                  whether
        the amount expected to be available in the certificate account will be
        sufficient to pay all amounts specified in clauses (iii) and (iv) above and,
        if
        not, the percentages of each such amount that may be paid in accordance with
        the
        priorities set forth in the Series Terms from the amounts expected to be
        available in the certificate account;

      (vii)                  the
        amounts included in the statement pursuant to clauses (iii) and (iv) above,
        expressed in each case per $1,000 initial principal balance (or initial notional
        balance), to be distributed;

      (viii)                  the
        aggregate amounts of affiliated servicing fee and any third-party servicing
        fee
        to be paid pursuant to section 3.6(h);

      (ix)                  any
        special hazard loss limit, fraud loss limit and bankruptcy loss limit after
        giving effect to the distributions to be made on the distribution
        day;

      (x)        any
        amount to be withdrawn from the certificate account and paid over to the
        holders
        of the class PR or class LR certificates pursuant to section 3.6(h);
        and

      (xi)                  the
        principal balance of the certificates that will remain outstanding after
        giving
        effect to the distributions to be made on the distribution day, expressed
        both
        on an aggregate basis and per $1,000 initial principal balance.

      On
        the
        second business day before each distribution day, CitiMortgage will deliver
        to
        the Paying Agent a distribution day statement (which may be in
        electronic


      
        
           

        

        
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      form),
        setting forth the distribution day data in statement format.

      (h)
        Payment of servicing fees; distributions to residual holders. On each
        distribution day, if

      
        	
                ·

              	
                CitiMortgage
                  has transferred funds from the certificate account to the distribution
                  account in accordance with section 3.6(a),
                  and

              


      

      
        	
                ·

              	
                the
                  Depository for the certificate account has set aside any uncommitted
                  cash
                  in the certificate account that is not required for an uncommitted
                  cash
                  advance, the amount of which uncommitted cash CitiMortgage will
                  certify to
                  such Depository,

              


      

      then
        CitiMortgage will withdraw any cash balance remaining in the certificate
        account, and apply it in the following order:

      First,
        to the payment to CitiMortgage of any portion of the servicing fee not already
        retained pursuant to section 3.8(b); and

      Second,
        as a distribution to the holders of any class PR, and if there are no class
        PR
        certificates, to the holders of the class LR certificates.

      (i)
        Transfer of certificates. Subject to the foregoing provisions of this
        section 3.6, each certificate delivered under this agreement upon registration
        of transfer of or in exchange for or in lieu of any other certificate will
        carry
        the rights to unpaid distributions that were carried by the other
        certificate.

       

      3.7
        Third-party servicing

      (a)
        Third-party servicing fee. As compensation for its activities under its
        third-party servicing agreements, each third-party servicer will be entitled
        to
        a third-party servicing fee for each third-party mortgage loan as to which
        a
        monthly installment of principal and interest is received equal to the monthly
        third-party servicing fee rate for the mortgage loan multiplied by the scheduled
        principal balance on which the installment of interest accrued. (The third-party
        servicer’s compensation may be reduced by any master servicing fee on such
        third-party mortgage loan, as described in the following paragraph
        (b).)

      (b)
        Master servicing fee. CitiMortgage will be entitled to any master
        servicing fee that CitiMortgage and the third-party servicer may agree upon
        in
        the third-party servicing agreement, provided that the master servicing
        fee rate

      ·      for
        a specially serviced mortgage loan may not exceed 0.25% per annum,
        and

      ·      for
        a third-party mortgage loan other than a specially serviced mortgage loan
        may
        not exceed the per annum rate specified as the third-party servicing fee
        rate on
        schedule B-TP to exhibit B under the heading “Sub Fee.”

      CitiMortgage
        may also be entitled to additional master servicing compensation not based
        on
        the master servicing fee rate, as agreed with the third-party servicer, such
        as
        any net REO proceeds in excess of the outstanding principal balance and accrued
        interest on a mortgage loan.

      (c)
        CitiMortgage liability. Notwithstanding any third-party servicing
        agreement, provisions of this agreement relating to agreements or arrangements
        between CitiMortgage and a third-party servicer, or reference to actions
        taken
        through a third-party servicer or otherwise, CitiMortgage will remain obligated
        and liable to the Trustee and the certificate holders for the servicing of
        the
        third-party mortgage loans in accordance with this agreement to the same
        extent
        as though CitiMortgage alone were servicing the third-party mortgage loans
        itself.


      
        
           

        

        
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      All
        documents, instruments or contracts executed by third-party servicers on
        behalf
        of CitiMortgage will be treated by the Trustee as though executed by
        CitiMortgage itself.

      Any
        amounts received by a third-party servicer for a third-party mortgage loan
        will
        be deemed to have been received by CitiMortgage for purposes of this agreement.
        If a third-party servicer fails to remit any amounts it receives that are
        required to be transferred to the certificate account or an escrow account,
        CitiMortgage will transmit the required amounts to the account.

      Nothing
        in this agreement will limit any indemnification agreement between CitiMortgage
        and a third-party servicer, but the indemnification agreement will not diminish
        CitiMortgage’s obligations or liability under this agreement.

       

      3.8
        Permitted withdrawals from certificate account

      (a)
        CitiMortgage may pay the following amounts from the certificate account,
        in
        order of priority listed:

      (i)
        to
        itself, collected servicing and master servicing fees (to the extent not
        withheld from payments of interest received on the mortgage loans), and,
        for a
        liquidated loan, the excess of scheduled servicing fees over the collected
        servicing fees;

      
        	
                 

              	
                (ii)

              	
                reimbursements
                  to itself for

              


      

      (A) liquidation
        expenses incurred on a mortgage loan, up to the liquidation proceeds on the
        mortgage loan deposited in the certificate account, net of applicable servicing
        fees,

      (B) servicing
        advances to the extent not reimbursed under clause (A) and not included in
        capitalized reimbursement amounts,

      (C) capitalized
        reimbursement a­mounts, but only to the extent that amounts paid from the
        certificate account prior to any determination date do not exceed principal
        payments deposited in the certificate account on or after the preceding
        distribution date,

      (D) any
        amounts due CitiMortgage under section 3.12 relating to deficiency actions,
        and

      (E) any
        excess of the liquidation proceeds after reimbursement under clauses (A)
        through
        (D) over the principal balance of the mortgage loan, together with accrued
        and
        unpaid interest at the mortgage note rate to the date of purchase at the
        foreclosure sale, liquidation proceeding or otherwise.

      For
        these
        purposes, liquidation expenses will include subsequent trailing bills relating
        to previously disposed reo property in which distribution of net liquidation
        proceeds has occurred.

      (iii)
        reimbursement to itself for (x) voluntary advances or (y) reimbursements by
        CitiMortgage to the Paying Agent for Paying Agent advances. Reimbursements
        pursuant to this clause (iii) will be limited to amounts received on particular
        mortgage loans (including, for this purpose, liquidation and insurance proceeds)
        that represent late payments of principal or interest, or subsequent payments
        of
        interest that was excused mortgagors on military service under applicable
        moratorium legislation;

      (iv)
        reimbursement to an advancing person (including CitiMortgage, to the extent
        CitiMortgage has reimbursed the Paying Agent for a Paying Agent advance)
        for
        voluntary or Paying Agent advances that the advancing person determines are
        nonrecoverable advances;


      
        
           

        

        
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      (v)
        reimbursement to itself for servicing account advances not previously reimbursed
        out of the servicing account, in each case to the extent that amounts
        representing reimbursements of such advances on mortgage loans may have been
        deposited in the certificate account;

      (vi)
        reimbursement to an advancing person of voluntary advances, Paying Agent
        advances, or advance account advances, made on a mortgage loan in an amount
        not
        to exceed at any time in the aggregate the amount of payments from time to
        time
        deposited in the certificate account and not required to be distributed to
        the
        certificate holders (including, for this purpose, liquidation and insurance
        proceeds covering the mortgaged property);

      (vii)
        payments to itself or the holders of the residual certificates of investment
        income;

      (viii)
        transfers to the distribution account;

      (ix)
        payments to clear and terminate the certificate account pursuant to section
        9.1;
        and

      (x)
        all
        remittances received following the repurchase of a mortgage loan that are
        required to be paid to CMSI pursuant to section 2.3.

      CitiMortgage
        may also withdraw funds from the certificate account, and adjust the pool
        distribution amount for any pool or the amount of scheduled or unscheduled
        principal payments, to appropriately adjust for prior servicing errors,
        including errors in posting, allocation, or distribution, if CitiMortgage
        believes that such withdrawals or adjustments are necessary to effect the
        provisions of this agreement.

      If,
        at
        the request of the Trustee, CitiMortgage delivers an officer’s certificate to
        the Trustee in connection with any such withdrawal or adjustment, the Trustee
        may conclusively rely without investigation on the officer’s certificate as to
        the reasons, amount and conformity to this agreement of the withdrawal or
        adjustment.

      CitiMortgage
        will maintain separate accounting records, on a mortgage loan-by-mortgage
        loan
        basis, of withdrawals from the certificate account pursuant to clauses (ii),
        (iii), (iv), (vi), (vii), (viii) and (x) of this section; provided that
        such records need not be retained by CitiMortgage for a period longer than
        its
        five most recent fiscal years.

      (b)
        In
        lieu of withdrawing collected or scheduled servicing fees from the certificate
        account pursuant to paragraph (a) above, CitiMortgage may, prior to transferring
        collection on mortgage loans, or liquidation or insurance proceeds, to the
        certificate account, withhold and pay to itself out of each payment received
        by
        it on account of interest the appropriate collected servicing fee. Any amounts
        that CitiMortgage is required to deposit in the certificate account pursuant
        to
        section 3.4, “Prepayment interest shortfalls,” will be deemed to reduce the
        collected or scheduled servicing fee to which CitiMortgage is entitled pursuant
        to this section.

       

      3.9
        Expenses

      (a)
        CitiMortgage expenses. CitiMortgage will pay all expenses incurred
        by it in connection with its servicing and master servicing activities under
        this agreement, and will not be entitled to reimbursement therefor except
        as
        expressly provided in this agreement. CitiMortgage will also be liable for
        all
        expenses, liabilities and obligations of the Trust Fund (other than the
        obligation to make principal and interest distributions on the certificates)
        including those set forth in section 8.5,


      
        
           

        

        
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      “Trustee’s
        fees and expenses.” To the extent such expenses, liabilities or obligations
        consist of federal income taxes, including, without limitation, prohibited
        transaction taxes, taxes on net income from foreclosure property and taxes
        on
        certain contributions to a REMIC after the startup day, nothing will prevent
        CitiMortgage from contesting any such tax, if permitted by law, pending the
        outcome of such proceedings.

      (d)
        Third-party servicer expenses. Each third-party servicer will pay all
        expenses incurred by it in connection with its servicing activities under
        its
        third-party servicing agreement (including advance payment of premiums for
        primary mortgage insurance policies, if required) and will not be entitled
        to
        reimbursement therefor except as expressly provided in its third-party servicing
        agreement.

       

      3.10
        Primary mortgage insurance 

      CitiMortgage
        will exercise its best reasonable efforts to maintain each primary mortgage
        insurance policy in full force. CitiMortgage will present claims to the insurer,
        and take any other reasonable action that may be necessary to permit recovery,
        under any primary mortgage insurance policy for a defaulted mortgage
        loan.

      CitiMortgage
        may substitute for any primary mortgage insurance policy another substantially
        equivalent policy issued by another insurer, provided that no such
        substitution will be made unless (i) CitiMortgage is advised by each rating
        agency that the substitution will not negatively affect the rating agency’s
        then-current rating of any class of certificates (for any insured class
        certificates, without regard to any certificate insurance policy) or (ii)
        the
        claims-paying ability of the substitute primary mortgage insurer is, at the
        time
        of substitution, rated at least AA or its equivalent by each rating agency
        rating the certificates.

       

      3.11
        Hazard insurance

      CitiMortgage
        will maintain for each mortgage loan (other than a mortgage loan for a
        cooperative apartment) hazard insurance with extended coverage in an amount
        at
        least equal to the lesser of

      ·      the
        maximum insurable value of the improvements securing the mortgage loan if
        that
        amount is less than the unpaid principal balance on the mortgage
        loan,

      ·      the
        principal balance owing on the mortgage loan if that amount is between 80%
        and
        100%, inclusive, of the insurable value, or

      ·      80%
        of the insurable value if the principal balance of the mortgage loan is less
        than 80% of the insurable value.

      Except
        for cooperative apartments, CitiMortgage will also maintain on property acquired
        upon foreclosure, or by deed in lieu of foreclosure, hazard fire insurance
        with
        extended coverage in an amount at least equal to the lesser of

      ·      the
        maximum insurable value from time to time of the improvements that are a
        part of
        the property, or

      ·      the
        unpaid principal balance of the mortgage loan at the time of foreclosure
        or deed
        in lieu of foreclosure plus (A) accrued interest at the mortgage note rate
        and
        (B) CitiMortgage’s good-faith estimate of liquidation expenses for the
        property.

      If
        a
        mortgaged property is located in a federally designated flood area, the hazard
        insurance will include flood insurance. No earthquake or other additional
        insurance will be required for any property, except as required by applicable
        law.


      
        
           

        

        
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      CitiMortgage
        may maintain a blanket hazard insurance policy on all of the mortgage loans.
        However, if the blanket policy contains a deductible clause, CitiMortgage
        will
        deposit in the certificate account any amount not payable under the blanket
        policy because of the deductible clause that would have been paid under a
        hazard
        policy that meets the requirements of this section and does not have a
        deductible clause.

      Any
        cost
        incurred by CitiMortgage in maintaining hazard insurance will not, for the
        purpose of calculating monthly distributions to the certificate holders,
        be
        added to the amount owing under the related mortgage loan, even if the terms
        of
        the mortgage loan permit it.

       

      3.12
        Realization on defaulted mortgage loans

      CitiMortgage
        will use its best efforts, consistent with its customary servicing procedures,
        to foreclose upon or otherwise comparably convert the ownership of properties
        securing any mortgage loans that continue in default and as to which no
        satisfactory arrangements can be made for collection of delinquent payments
        pursuant to section 3.2. Consistent with the foregoing, CitiMortgage will
        use
        reasonable efforts to realize upon defaulted mortgage loans in a manner that
        will maximize the receipt of principal and interest by the certificate holders,
        taking into account, among other things, the timing of foreclosure
        proceedings.

      If
        a
        deficiency action is available against the mortgagor or any other person,
        CitiMortgage may proceed for the deficiency. CitiMortgage may retain 25%
        of the
        net proceeds received from a mortgagor pursuant to a deficiency action as
        compensation for proceeding with the deficiency action.

      Any
        property (other than the mortgaged property) pledged by or on behalf of a
        mortgagor as security for a mortgage loan in default, including marketable
        securities, may be liquidated and the proceeds thereof applied to cover any
        shortfalls upon the liquidation of a mortgaged property provided that
        the Trust Fund will in no event acquire ownership of any such property unless
        the Trustee receives an opinion of counsel to the effect that such ownership
        will not cause any constituent REMIC to fail to qualify as a REMIC and will
        not
        subject any constituent REMIC to any tax.

      If
        title
        to a mortgaged property is acquired in foreclosure or by deed in lieu of
        foreclosure, the deed or certificate of sale will be issued to the Trustee,
        or
        to its nominee on behalf of the Trust Fund. Notwithstanding such acquisition
        of
        title and cancellation of the mortgage loan, the mortgage loan will (except
        for
        purposes of section 9.1) be considered an outstanding mortgage loan until
        the
        mortgaged property is sold and the mortgage loan becomes a liquidated loan.
        Consistent with the foregoing for purposes of all calculations hereunder
        so long
        as the mortgage loan is considered outstanding, it will be assumed that the
        related mortgage note and its amortization schedule in effect on and after
        the
        acquisition of title (after giving effect to any previous principal prepayments,
        and before any adjustment thereto by reason of any deficient valuations and
        debt
        service reductions or any similar proceeding or any moratorium or similar
        waiver
        or grace period) remain in effect (notwithstanding that the indebtedness
        evidenced by the mortgage note will have been discharged), subject to adjustment
        to reflect the application of REO proceeds received in any
        month.


      
        
           

        

        
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      Net
        REO
        proceeds received in any month will be deemed to have been received first
        in
        payment of the accrued interest that remained unpaid on the date that such
        mortgage loan became an REO loan, with any excess being deemed to have been
        received for delinquent principal installments that remained unpaid on such
        date. Thereafter, net REO proceeds received in any month will be applied
        to the
        payment of installments of principal and accrued interest on the mortgage
        loan
        deemed to be due and payable in accordance with the terms of the mortgage
        note
        and amortization schedule. If the net REO proceeds exceed the then delinquent
        principal and interest installments on the mortgage loan, the excess will
        be
        treated as a principal prepayment received on the mortgage loan, up to the
        outstanding principal balance of the mortgage loan. Any net REO proceeds
        in
        excess of the outstanding principal balance and accrued interest on the mortgage
        loan will be treated as additional servicing compensation for
        CitiMortgage.

      If
        CitiMortgage forecloses or accepts a deed in lieu of foreclosure on a mortgaged
        property, CitiMortgage will dispose of the mortgaged property before the
        end of
        the third calendar year that begins after the year of acquisition by the
        applicable constituent REMIC, unless

      ·      (i) the
        Trustee receives an opinion of counsel to the effect that the holding by
        the
        applicable constituent REMIC of the mortgaged property subsequent to such
        period
        (and specifying the period beyond such period for which the mortgaged property
        may be held) will not result in the imposition of taxes on “prohibited
        transactions” of any of the constituent REMICs as defined in Internal Revenue
        Code Section 860F, or cause any of the constituent REMICs to fail to qualify
        as
        a REMIC at any time that any certificates are outstanding, in which case
        the
        applicable constituent REMIC may continue to hold such mortgaged property
        (subject to any conditions contained in such opinion of counsel),
        or

      ·      CitiMortgage
        has, prior to the expiration of such period, applied to the Internal Revenue
        Service for an extension of the period in the manner contemplated by Internal
        Revenue Code Section 856(e)(3), in which case the period will be extended
        by the
        applicable period.

      Notwithstanding
        any other provision of this agreement, unless otherwise required pursuant
        to
        applicable state law, no mortgaged property acquired by the applicable
        constituent REMIC will be

      ·      rented
        (or allowed to continue to be rented) or otherwise used for the production
        of
        income by or on behalf of the applicable constituent REMIC in such a manner
        or
        pursuant to any terms that would (1) cause such mortgaged property to fall
        to
        qualify as “foreclosure property” within the meaning of Internal Revenue Code
        Section 860G(a)(8), (2) subject any of the constituent REMICs to the imposition
        of any federal or state income taxes on “net income from foreclosure property”
earned from such mortgaged property within the meaning of Internal Revenue
        Code
        Section 860G(c), or (3) cause the sale of such mortgaged property to result
        in
        the receipt by any of the constituent REMICs of any income from non-permitted
        assets as described in Internal Revenue Code Section 860F(a)(2)(B),
        or

      ·      sold
        in a manner or pursuant to terms that would subject any of the constituent
        REMICs to the imposition of any federal or state income taxes on “net income
        from foreclosure property” within the meaning of Internal Revenue Code Section
        860G(c), unless CitiMortgage


      
        
           

        

        
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      agrees
        to
        indemnify and hold harmless each constituent REMIC against the imposition
        of
        such taxes.

      The
        foregoing is subject to the provision that, if any mortgaged property is
        damaged, whether from an uninsured cause or otherwise, CitiMortgage will
        not be
        required to expend its own funds in connection with any foreclosure or towards
        the restoration of such property unless it determines that

      ·      the
        restoration or foreclosure will increase the net proceeds of liquidation
        of the
        mortgage loan to the certificate holders, after reimbursement to itself for
        such
        expenses, and

      ·      CitiMortgage
        will recover such expenses through liquidation or insurance
        proceeds.

      CitiMortgage
        will be responsible for all other costs and expenses incurred by it in any
        such
        proceedings; provided, however, that it will be entitled to
        reimbursement thereof from the related property, as contemplated in section
        3.8.
        Notwithstanding the above, CitiMortgage will not be entitled to recover legal
        expenses incurred in connection with liquidation proceedings where the mortgagor
        pays all delinquent payments and expenses and the proceedings are terminated
        prior to liquidation, other than sums received from the mortgagor for such
        expenses.

      Notwithstanding
        anything to the contrary in this section 3.12, CitiMortgage will not be
        obligated to foreclose upon or otherwise convert the ownership of any mortgaged
        property that it believes may be contaminated with or affected by pollutants,
        contamination, hazardous wastes or hazardous substances. CitiMortgage will
        not
        be liable to the certificate holders if, based on its belief that no such
        contamination or effect exists, CitiMortgage forecloses on a mortgaged property
        and takes title to such mortgaged property, and the mortgaged property is
        later
        determined to be so contaminated or affected.

      If
        CitiMortgage does not elect to foreclose on a mortgaged property, CitiMortgage
        may, in the exercise of its judgment, elect to accept a payment or payments,
        in
        connection with the sale by the mortgagor of the mortgaged property or the
        retention by the mortgagor of the mortgaged property, in aggregate amount
        less
        than the outstanding balance of the mortgage loan and accrued interest
        thereon.

      The
        Trustee will furnish CitiMortgage with any powers of attorney and other
        documents necessary or appropriate to enable CitiMortgage to carry out its
        efforts in realizing upon defaulted mortgage loans hereunder.

       

      3.13
        Release of mortgage files 

      (a)
        CitiMortgage will promptly notify the Trustee of the payment in full of any
        mortgage loan or CitiMortgage’s receipt of notice that payment in full will be
        escrowed in a manner customary for such purpose, and will request delivery
        to it
        of the mortgage file. CitiMortgage’s notice will include a Servicing Officer
        certification that all amounts that CitiMortgage must deposit in the certificate
        account, in connection with the payment pursuant to section 3.3 have been
        or
        will be so deposited. Upon receipt of the certification and request, the
        Trustee
        will promptly direct the Mortgage Note Custodian to release the related mortgage
        note to CitiMortgage.

      For
        the
        servicing or foreclosure of any mortgage loan, including collection under
        a
        primary mortgage insurance policy, the Trustee will, upon CitiMortgage’s request
        and its delivery to the Trustee of a receipt signed by a


      
        
           

        

        
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      Servicing
        Officer, direct the Mortgage Note Custodian to release the related mortgage
        note
        to CitiMortgage. The Trustee will execute such documents furnished it as
        are
        necessary to the prosecution of any such proceedings. The receipt will obligate
        CitiMortgage to return the mortgage note to the Mortgage Note Custodian when
        CitiMortgage no longer needs it, unless the mortgage loan has been prepaid
        or
        liquidated in the interim, in which case, upon receipt of a Servicing Officer
        certification similar to that described in the first paragraph of this section,
        the Trustee will release the receipt to CitiMortgage.

      (b)
        CitiMortgage will record any instrument of satisfaction of the mortgage executed
        by it if required by applicable law, and deliver it to the person entitled
        thereto. CitiMortgage may not withdraw any expenses incurred in connection
        with
        the instrument of satisfaction from the certificate account.

       

      3.14
        Reports to certificate holders and others

      (a) On
        or before each distribution day, CitiMortgage will deliver to each certificate
        and residual certificate holder, any Insurer, the Trustee, the Paying Agent,
        each rating agency and each Underwriter, a distribution report setting
        forth for that distribution day:

      (i)
        for
        each pool, the pool distribution amount;

      (ii)
        for
        each outstanding class, the interest distribution for a single
        certificate;

      (iii)
        for
        each outstanding class, the principal distribution for a single certificate,
        net
        of any deductions for reimbursements to PO classes;

      (iv)
        for
        each outstanding PO class, the amount of any reimbursements from the
        subordinated classes;

      (v)
        for
        each outstanding class, the distribution of loss recoveries for a single
        certificate;

      (vi)
        for
        each outstanding class, the principal or notional balance of a single
        certificate, and the aggregate principal or notional balance of the class,
        after
        giving effect to the distributions on the distribution day;

      (vii)
        for
        each outstanding class, any increase or decrease in principal or notional
        balance of a single certificate since the preceding distribution day (including
        for each outstanding accrual class, the amount of any accrued interest added
        to
        the principal balance of a single certificate), after giving effect to the
        distributions on the distribution days;

      (viii)
        for each outstanding class, any decrease in principal balance of a single
        certificate that is not the result of a principal distribution;

      (ix)
        for
        each outstanding target-rate class, its target-rate class percentage and,
        for a
        multi-pool series, its group target rate class percentage;

      (x)
        for
        each pool, the percentage of unscheduled principal payments on the pool‘s
        target-rate strip allocated on the distribution day to the related group’s
        senior target-rate classes.

      (xi)
        for
        each outstanding class, any interest allocation carryforward applicable to
        the
        next succeeding distribution day;

      (xii)
        the
        collected servicing fee and master servicing fee for the month preceding
        the
        month of the distribution day, as reduced, for the servicing fee, by the
        amount
        of any deposits by CitiMortgage under section 3.4 for prepayment interest
        shortfalls;

      (xiii)
        for each outstanding insured class, the amount of any premiums paid to an
        Insurer out of remittances for the month preceding the distribution
        day,


      
        
           

        

        
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      and
        any
        amount to be paid by an Insurer to holders of single certificates on the
        distribution day;

      (xiv)
        for
        each pool and for the series, the aggregate amount of remittances received
        from
        the first day of the month preceding the month in which the distribution
        day
        occurs through the first day of the following month;

      (xv)
        for
        each pool and for the series, any servicing account advances, voluntary and
        third-party servicer advances calculated as of the determination date, Paying
        Agent advances, advance account advances, uncommitted cash advances and any
        other amounts charged thereto for the applicable distribution day;

      (xvi)
        for
        each pool and for the series, reimbursement for the distribution day of any
        servicing account advances, voluntary advances, third-party servicer advances,
        Paying Agent advances, advance account advances, and uncommitted cash advances
        for any prior distribution day;

      (xvii)
        for each pool and for the series, the aggregate scheduled principal balance
        of
        the mortgage loans as of the last day of the month preceding the month of
        the
        distribution, after giving effect to payments on the mortgage loans due on
        the
        related first day of the month and principal prepayments distributed on the
        distribution day;

      (xviii)
        for each pool and for the series, the weighted average mortgage interest
        rate
        (before deduction of the servicing fee) and the weighted average remaining
        term
        to stated maturity, after giving effect to distributions on the distribution
        day;

      (xix)
        for
        each pool and for the series, the number and aggregate principal balance
        of
        mortgage loans delinquent 30 days and 60 or more days (as determined by
        CitiMortgage under the Mortgage Bankers Association method);

      (xx)
        for
        each pool and for the series, the book value of any REO property;

      (xxi)
        information on loan modifications, including for each modified loan, its
        old and
        new actual principal balance, interest rate, remaining term, capitalized
        reimbursement amount, forgiven amounts, and the effective date of the
        modification, and any other information on loan modifications that a rating
        agency reasonably requests and that CitiMortgage can supply without unreasonable
        effort or expense, and

      (xxii)
        any other information required for a distribution report on Form 10-D under
        the
        federal securities laws.

      The
        distribution report will provide appropriate introductory and explanatory
        information to introduce any material terms, parties or abbreviations used,
        and
        will state the applicable record, determination and distribution dates.
        CitiMortgage will determine the format of the distribution report, and may
        include additional information relating to the series if CitiMortgage believes
        such information may be material to certificate holders.

      CitiMortgage
        will provide certificate holders that are federally insured savings and loan
        associations with certain reports, and will provide access to information
        and
        documentation regarding the mortgage loans included in the Trust Fund,
        sufficient to permit such associations to comply with applicable regulations
        of
        the Office of Thrift Supervision.

      Any
        report required by this subsection (a) to be delivered to any person will
        be
        deemed delivered when it is posted to CitiMortgage’s website,
www­.citimortgagembs.­com, or to any other website of which
        CitiMortgage gives


      
        
           

        

        
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      prior
        notice to the person, and the person can access the statement or report on
        the
        website without paying an additional charge or subscription fee.

      (b)
        CitiMortgage will provide the Paying Agent and the Trustee by the third business
        day before each distribution day with a statement of the information set
        forth
        in clauses (i) through (xii) of subsection (a), such information to be
        given in the aggregate.

      (c)
        Not
        later than 15 business days after receipt of a written request from the Trustee,
        CitiMortgage will deliver to the Trustee a statement, certified by a Servicing
        Officer, of the aggregate of deposits in and withdrawals from the certificate
        account for each category of deposit specified in sections 3.3 and each category
        of withdrawal specified in section 3.8 for any distribution day specified
        by the
        Trustee.

      (d)
        The
        Trustee may at any time during normal business hours inspect and copy at
        CitiMortgage’s expense CitiMortgage’s books, records and accounts for the
        mortgage loans.

      (e)
        CitiMortgage will provide to any Insurer each notice, report, opinion or
        other
        written item (other than mortgage documents) delivered pursuant to the
        penultimate paragraph of section 2.3 and sections 2.4, 3.5, 3.6, 3.14(a),
        3.20,
        3.22, 3.22, 4.3, 4.4, 8.8, 9.1, 10.1, and 11.2.

      (e)
        In
        addition to other reports required under this section 3.14, CitiMortgage
        will
        make available upon request to each holder and each proposed transferee of
        a B-4
        through B-6 certificate any additional information required to permit the
        proposed transfer to be effected pursuant to Rule 144A under the Securities
        Act.

       

      3.15
        Tax returns and reports 

      (a)
        For
        federal income tax purposes, each constituent REMIC will have a calendar
        year
        taxable year and will maintain its books on the accrual method of
        accounting.

      (b)
        CitiMortgage will prepare and file with the Internal Revenue Service and
        applicable state or local tax authorities income tax or information returns
        for
        each taxable year for each constituent REMIC, and will furnish to certificate
        holders the schedules, statements or information, as required by the Internal
        Revenue Code or state or local tax laws, regulations or rules.

      Within
        30
        days of the startup day, CitiMortgage will furnish to the Internal Revenue
        Service, on Form 8811 or as otherwise required by the Internal Revenue Code,
        the
        name, title, address, and telephone number of the person that certificate
        holders may contact for tax information relating to the REMICs, together
        with
        any additional information required by the Form, and will update such
        information as required by the Internal Revenue Code. Income tax or information
        returns will be signed by the Trustee or any other person required to sign
        the
        returns by the Internal Revenue Code or state or local tax laws, regulations
        or
        rules.

      (c)
        In
        the first federal income tax return for each constituent REMIC for its short
        taxable year ending December 31 in the year in which the startup day
        occurs, REMIC status will be elected for that taxable year and all succeeding
        taxable years.

      (d)
        CitiMortgage will maintain records relating to each constituent REMIC, including
        its income, expenses, assets and liabilities, and the adjusted basis of its
        property as required by the Internal Revenue Code, or as necessary to
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      the
        foregoing returns, schedules, statements or information.

      (e)
        Each
        holder of a residual certificate will be deemed to have agreed, by acceptance
        thereof, to be bound by this section 3.15 and by section 5.2 and by “REMIC
        Provisions” in the Series Terms.

       

      3.16
        Application of buydown funds 

      On
        or
        before the closing date if there are any buydown mortgage loans in the Trust
        Fund, CitiMortgage will open the buydown account with the Depository in the
        name
        of the Trustee, on behalf of the mortgagors. For each buydown mortgage loan,
        on
        the business day following receipt of the mortgagor’s required monthly payment
        under the buydown agreement, CitiMortgage will withdraw from the buydown
        account
        and deposit in immediately available funds in the certificate account an
        amount
        which, when added to the mortgagor’s payment, will equal the full monthly
        payment due under the mortgage note. No later than the fifth business day
        before
        the last business day of each month, CitiMortgage will deposit in the buydown
        account in immediately available funds an amount equal to interest at the
        rate
        per annum specified in the buydown agreement compounded monthly on the buydown
        funds for each buydown mortgage loan.

      If
        a
        buydown mortgage loan is fully prepaid while buydown funds remain in the
        buydown
        account, the unpaid principal balance of the buydown mortgage loan will be
        reduced by the amount of the buydown funds (which reduction will constitute
        a
        principal prepayment) and, on the business day following the date of the
        principal prepayment, CitiMortgage will deposit the buydown funds in the
        certificate account. If the property securing a buydown mortgage loan is
        sold in
        liquidation of the buydown mortgage loan (either by CitiMortgage or the insurer
        under any related primary mortgage insurance policy) while buydown funds
        remain
        in the buydown account, the buydown funds will be (i) deposited in the
        certificate account on the business day following the liquidation as a reduction
        of the unpaid principal balance of the buydown mortgage loan or (ii) to the
        extent required under an applicable primary mortgage insurance policy, paid
        to
        the insurer of the mortgage loan.

       

      3.17
        Assumption and modification agreements 

      If
        a
        mortgagor transfers a mortgaged property that is subject to an enforceable
        due-on-sale clause, CitiMortgage will accelerate the maturity of the mortgage
        loan to the extent permissible, unless CitiMortgage reasonably believes that
        the
        due-on-sale clause is not enforceable.

      If
        CitiMortgage reasonably believes that the mortgaged property is not subject
        to
        an enforceable due-on-sale clause, or that enforcement will adversely affect
        primary mortgage insurance coverage, CitiMortgage may enter into an assumption
        and modification agreement with the transferee of the mortgaged property,
        pursuant to which both the transferee and the original mortgagor will be
        liable
        on the mortgage loan, provided that

      ·      the
        mortgage loan as assumed or modified meets the requirements set forth in
        this
        agreement for mortgage loans initially included in the Trust Fund,

      ·      the
        mortgage loan continues to be covered by any related primary mortgage insurance
        and hazard insurance policy, and


      
        
           

        

        
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      ·      no
        principal, interest or other payment on the mortgage loan is reduced or
        postponed.

      CitiMortgage
        will add an original of each assumption and modification agreement to the
        related mortgage file (and will send a copy to the Trustee), and the agreement
        will be considered a part of the mortgage file for all purposes to the same
        extent as all other documents and instruments that are part of the mortgage
        file. Any fee collected by CitiMortgage for entering into such an agreement
        will
        be retained by CitiMortgage as additional servicing compensation.

       

      3.18
        Refinancings and curtailments

      In
        addition to waivers and arrangements permitted by section 3.2, CitiMortgage
        may
        refinance affiliated or third-party mortgage loans if the refinancing arises
        out
        of a mortgagor’s request for a refinancing, modification, or other relief from
        the provisions of the mortgage loan.

      On
        the
        business day preceding the distribution day in the month following the effective
        date of the refinancing of a mortgage loan pursuant to this section,
        CitiMortgage will deposit into the certificate account the amount of the
        prepayment in full of the mortgage loan (net of all voluntary advances and
        Paying Agent advances for the mortgage loan, which will be reimbursed to
        the
        Paying Agent or deemed reimbursed to CitiMortgage, as the case may be). Upon
        the
        Trustee’s receipt of written notification of the deposit signed by an Authorized
        Officer of CitiMortgage, the Trustee will promptly direct the Mortgage Note
        Custodian to release the related mortgage note to CitiMortgage, and the Trustee
        will comply with the provisions of section 3.13.

      For
        the
        purposes of this section, a “refinancing” will include any process with a
        mortgagor that results in the refinanced mortgage loan being identified and
        serviced as a “new mortgage loan” in CitiMortgage’s books, records and servicing
        files. However, in connection with a partial prepayment, CitiMortgage may
        reduce
        the scheduled monthly payments on the mortgage loan so that the mortgage
        loan
        will still be paid in equal monthly installments of principal and interest,
        but
        the prepayment will not change the originally scheduled maturity date, and
        such
        modification will not be considered a “refinancing” for purposes of this
        section.

       

      3.19
        Loan modifications

      (a) CitiMortgage
        may agree with any mortgagor to modify or waive any provision of a mortgage
        loan
        if the modification or waiver does not

      ·      affect
        the amount or timing of any payment of principal or interest on the mortgage
        loan,

      ·      in
        CitiMortgage’s judgment, materially impair the security for, or reduce the
        likelihood of timely payment of amounts due on, the mortgage loan,
        or

      ·      otherwise
        constitute a “significant modification” within the meaning of Treasury
        Regulations Section 1.860G-2(b).

      (b) Notwithstanding
        the preceding section (a), CitiMortgage may agree with any mortgagor to modify
        or waive any provision of a mortgage loan if

      ·      the
        mortgage loan is in default or, in CitiMortgage’s judgment, default is
        reasonably foreseeable, or

      ·      CitiMortgage
        delivers to the Trustee an opinion of counsel to the effect that the
        modification or waiver will not affect the REMIC status of any
        REMIC.

      A
        loan
        modification may


      
        
           

        

        
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      ·      extend
        the maturity of the mortgage loan, but not beyond the last scheduled
        distribution day for the certificates related to the pool containing the
        mortgage loan,

      ·      postpone
        any payment of principal or interest,

      ·      reduce
        the outstanding principal balance of the mortgage loan, including forgiving
        all
        or part of previously scheduled principal payments not made by the
        mortgagor,

      ·      reduce
        the interest payable on the mortgage loan, including forgiving all or part
        of
        previously scheduled interest payments not made by the mortgagor,
        or

      ·      increase
        the principal balance of the mortgage loan by part or all of the amount of
        any
        unreimbursed servicing advances (such increase being a capitalized
        reimbursement amount).

      If
        a
        mortgage loan is modified by reduction of the principal balance of the mortgage
        loan, the amount of the reduction will be a realized loss, allocated between
        the
        target rate and PO strips in the same percentage as the loan was allocated
        immediately prior to the modification; if voluntary advances were made on
        the
        mortgage loan to the full amount of scheduled monthly loan payments, the
        realized loss will be the difference between the principal balance of the
        modified mortgage loan and the scheduled principal balance of the mortgage
        loan
        before modification.

      (c) CitiMortgage
        may not agree with a mortgagor to modify or waive a provision of a mortgage
        loan
        under the preceding section (b) unless CitiMortgage reasonably determines
        that
        the mortgagor can make scheduled monthly loan payments on the modified loan,
        and
        the modification

      ·      is
        in the best interests of the certificate holders in the aggregate without
        regard
        to the specific impact on any particular class,

      ·      is
        neutral as to the effect on interest or principal distributions for any
        particular class, taking into account the net present value of payments on
        the
        modified mortgage loan and estimated realized losses that might result if
        the
        mortgage loan is not modified, and

      ·      does
        not result in taxes on any REMIC, or impair the tax status of any
        REMIC.

      (d) CitiMortgage
        will within 10 business days deposit in the related mortgage file an original
        signed copy of the agreement providing for the modification or waiver. If
        applicable law requires a modification or waiver to be recorded, CitiMortgage
        will (i) deliver a copy of such signed agreement to the Trustee and
        (ii) deliver to the Trustee such document, with evidence of notification
        upon receipt thereof from the public recording office.

      CitiMortgage
        may condition any modification or waiver on the mortgagor’s payment to
        CitiMortgage of a reasonable or customary fee for the additional services
        performed, together with reimbursement for CitiMortgage’s out-of-pocket
        expenses, in connection with the modification or waiver. CitiMortgage may
        retain
        such fees or reimbursements as additional servicing compensation.

      (e) This
        section 3.19 may not be amended unless each rating agency confirms in writing
        to
        CitiMortgage (with a copy to the Trustee) that the amendment will not adversely
        affect the rating agency’s then-current rating of any class of
        certificates.

       

      3.20
        Investment accounts

      (a)
        Investments. CitiMortgage may invest and reinvest funds in an
        investment


      
        
           

        

        
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      account
        in accordance with this section 3.20 in one or more Eligible Investments
        (as
        described below) bearing interest or sold at discount. However, no such
        investment may mature later than the business day immediately preceding the
        next
        distribution day, except, that investments (including repurchase
        agreements) on which the Paying Agent, in its commercial capacity, is the
        obligor may mature on the next distribution day.

      The
        Trustee and CitiMortgage will deposit in the certificate account immediately
        upon receipt all proceeds from investment of funds and disposition of assets
        in
        the certificate account. Any loss resulting from such investment will be
        charged
        to the certificate account.

      CitiMortgage
        may withdraw investment income from any investment account and pay such income
        to itself, the seller or the holders of the residual certificates, as
        applicable.

      CitiMortgage
        will not invest funds in the certificate account or sell an investment held
        in
        an investment account unless the investment:

      ·      is
        made in the name of the Trustee (in its capacity as such) or a Qualified
        Nominee
        of the Trustee, and

      ·      is
        a “cash flow investment” as defined in Internal Revenue Code Section
        860G(a)(6).

      CitiMortgage
        will not dispose of any Eligible Investment prior to its maturity. However,
        if
        sufficient uninvested funds are not available in the certificate
        account to make a required disbursement, CitiMortgage may sell or otherwise
        convert to cash a sufficient amount of the investments in the certificate
        account if, prior to such sale or conversion, CitiMortgage receives

      (i)
        an
        opinion of counsel (which opinion may not be provided by an employee of
        CitiMortgage or of an affiliate of CitiMortgage) that the sale or conversion
        will not constitute a “prohibited transaction” under Internal Revenue Code
        Section 860F(a), or

      (ii)
        if
        the sale or conversion constitutes such a “prohibited transaction,” (A) the
        consent of the holders of 100% percentage interest of the residual certificates
        to the prohibited transaction together with each such holder’s proportionate
        share of any tax imposed on the Trust Fund attributable to the transaction,
        and
        (B) an opinion of counsel (which opinion may not be provided by an employee
        of
        CitiMortgage or of an affiliate of CitiMortgage) that the transaction will
        not
        disqualify any constituent REMIC as a REMIC.

      The
        Trustee will not have any liability for any loss incurred in connection with
        any
        investment or any sale or liquidation thereof pursuant to this agreement,
        unless
        caused by its negligence or willful misconduct, or for any insufficiency
        in the
        certificate account or the buydown account, except for losses on investments
        that are liabilities of the Trustee in its commercial capacity.

      (b)        Custodial
        investment account. Prior to the business day preceding the distribution
        day, CitiMortgage may deposit the amounts required to be transferred on the
        determination date from the custodial accounts for P&I in a separate account
        in the name of CitiMortgage and the Trustee (such account will be maintained
        in
        the trust department of a Depository and will bear a designation clearly
        indicating that the principal of all investments in such account is held
        for the
        benefit of the Trustee on behalf of the certificate holders) (the custodial
        investment account) for investment only in one or more Eligible
        Investments. CitiMortgage will bear any and all losses incurred on
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      investments
        made with such funds and will be entitled to retain all gains realized on
        such
        investments as additional compensation for its services as master servicer.
        The
        amount of any losses incurred in respect of any such investments will be
        deposited in the custodial investment account by CitiMortgage out of its
        own
        funds immediately as realized. Any successor master servicer appointed pursuant
        to this agreement will not be responsible for losses attributable to its
        predecessor. No investments held in the custodial investment account will
        mature
        later than the business day preceding the distribution day.

      (c)
        Eligible Investments. Eligible Investments means any one or
        more of the following obligations or securities:

      (i)          direct
        obligations of, and obligations fully guaranteed by, the United States of
        America, Freddie Mac, Fannie Mae, the Farm Credit Banks, the Federal Home
        Loan
        Banks, the Student Loan Marketing Association (but only for obligations backed
        by letters of credit or senior obligations) or any agency or instrumentality
        of
        the United States of America the obligations of which are backed by the full
        faith and credit of the United States of America; provided, however, that
        any
        obligation of, or guaranteed by, the Federal Home Loan Banks or the Farm
        Credit
        Banks or any obligation of, or guaranteed by, Freddie Mac or Fannie Mae,
        other
        than a senior debt obligation of Freddie Mac or Fannie Mae or a mortgage
        participation or pass-through certificate guaranteed by Freddie Mac or Fannie
        Mae, excluding stripped mortgage securities which are valued greater than
        par on
        the portion of unpaid principal, will be an Eligible Investment only if,
        at the
        time of investment, each rating agency confirms in writing that such investment
        is acceptable;

      (ii)          Federal
        Funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
        the Trustee or any agent of the Trustee, acting in their respective commercial
        capacities) incorporated under the laws of the United States of America or
        any
        state thereof and subject to supervision and examination by federal or state
        banking authorities, so long as at the time of such investment or contractual
        commitment providing for such investment the certificate of deposit or other
        unsecured short-term debt obligations of such depository institution or trust
        company have a maturity of not more than one year and a credit rating of
        not
        less than A-1+ (A-1 if the maturity is not greater than 30 days) by S&P if
        S&P is a rating agency, P-1 by Moody’s if Moody’s is a rating agency, and F1
        by Fitch if Fitch is a rating agency; each such investment being expressly
        authorized and deemed authorized by a certificate holder’s purchase or
        acceptance of any certificate when acting in the capacity of a fiduciary
        (including a “fiduciary” of an “employee benefit plan” subject to ERISA, as
        those term are defined in Sections 3(21) and 3(3) of ERISA, respectively)
        which
        purchase or acceptance will also evidence and be deemed to evidence any such
        certificate holder’s representation and warranty to CitiMortgage, the
        Certificate Registrar and the Trustee and any agent of the Trustee that such
        certificate holder is duly authorized by and empowered under appropriate
        governing instruments (for example, an employee benefit plan, in the case
        of an
        ERISA fiduciary) to give such authorization; and money market funds investing
        exclusively in any of the


      
        
           

        

        
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      investments
        discussed in this definition of Eligible Investments with a rating of not
        less
        than A-1+ (A-1 if the maturity is not greater than 30 days) by S&P if
        S&P is a rating agency, F1 by Fitch if Fitch is a rating agency, and P-1 by
        Moody’s if Moody’s is a rating agency;

      (iii)          repurchase
        obligations for (A) any security described in clause (i) above or (B) any
        other
        security issued or guaranteed by an agency or instrumentality of the United
        States of America the obligations of which are backed by the full faith and
        credit of the United States of America, in either case where such security
        has a
        remaining maturity of one year or less and where such repurchase obligation
        has
        been entered into with a depository institution or trust company (acting
        as
        principal) with a rating of not less than A-1+ by S&P if S&P is a rating
        agency, P-1 by Moody’s if Moody’s is a rating agency, and F1 by Fitch if Fitch
        is a rating agency;

      (iv)          securities
        bearing interest or sold at a discount issued by any corporation incorporated
        under the laws of the United States of America or any state thereof which
        have a
        maturity not greater than 30 days and an unsecured long-term debt rating
        of at
        least AA if S&P is a rating agency, AA if Fitch is a rating agency, and Aa
        if Moody’s is a rating agency, or an unsecured short-term debt rating, of at
        least A-1 if S&P is a rating agency, F1 if Fitch is a rating agency, and P-1
        if Moody’s is a rating agency, at the time of such investment or contractual
        commitment providing for such investment; provided, however, that
        securities issued by any particular corporation will not be Eligible Investments
        to the extent that investment therein will cause the then outstanding principal
        balance of securities issued by such corporation and held as part of the
        Trust
        Fund to exceed 10% of the aggregate current principal balance of certificates
        outstanding and of the current percentage interest of the residual certificates
        outstanding, and the aggregate principal balance of all cash and Eligible
        Investments, held in the Trust Fund;

      (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 one year after the date of issuance thereof) having at the time of such
        investment a rating of not less than A-1+ (A-1 if the maturity is not greater
        than 30 days and such commercial paper does not exceed 20% of the then current
        balance of the certificates) by S&P if S&P is a rating agency, F1 by
        Fitch if Fitch is a rating agency, and P-1 by Moody’s if Moody’s is a rating
        agency;

      (vi)          a
        Qualified GIC;

      (vii)                  certificates
        or receipts representing direct ownership interests in future interest or
        principal payments on obligations of the United States of America or its
        agencies or instrumentalities (which obligations are backed by the full faith
        and credit of the United States of America) held by a custodian on behalf
        of the
        holders of such receipts;

      (viii)                  any
        other money market deposit, obligation, security or investment bearing interest
        or sold at a discount which has an unsecured short-term debt rating of at
        least
        A-1+ (A-1 if the maturity is not greater than 30 days and such investments
        do
        not exceed 20% of the then scheduled principal balance of the mortgage loans)
        if
        S&P is a rating agency, F1 if Fitch is a rating agency, and P-1 if Moody’s
        is a rating agency, or if such investment relates to a money
        market


      
        
           

        

        
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      fund,
        such fund must be rated in the highest rating category by each rating agency
        (which, for S&P, is AAAm or AAAm-G); and

      (ix)           any
        other demand or time deposit, obligation, security or investment bearing
        interest or sold at a discount that each rating agency confirms in writing
        is
        acceptable;

      provided,
        that each such Eligible Investment is a “permitted investment” as defined in
        Internal Revenue Code Section 860G(a)(5).

       

      3.21
        Paying Agent and Certificate Registrar

      (a)
        Paying Agent. CitiMortgage or the Trustee may remove a Paying Agent,
        and CitiMortgage, with the Trustee’s approval, may appoint another Paying Agent.
        Any Paying Agent must, and CitiMortgage will remove any Paying Agent that
        at any
        time fails to, satisfy the criteria in the following paragraph.

      A
        Paying
        Agent

      ·      may
        not be an Originator, CitiMortgage or an affiliate of CitiMortgage unless
        the
        Paying Agent is an agency and trust department of Citibank, N.A.,

      ·      must
        be authorized to exercise corporate trust powers under the laws of its
        jurisdiction of organization, and

      ·      must
        be rated at least A-1 by S&P if S&P is a rating agency, and at least F1
        by Fitch if Fitch is a rating agency.

      If
        no
        Paying Agent is appointed, the Trustee will be the Paying Agent. CitiMortgage
        will notify the rating agencies of any change of Paying Agent.

      The
        Paying Agent will

      ·      hold
        all amounts deposited with it by CitiMortgage or the Trustee for payment
        on the
        certificates in trust for the benefit of the certificate holders and any
        Insurer
        until the amounts are paid to the certificate holders or the Insurer or
        otherwise disposed of in accordance with this agreement,

      ·      give
        the Trustee notice of any default by CitiMortgage in making any such deposit,
        and

      ·      during
        the continuance of a default by CitiMortgage in making such a deposit, upon
        the
        Trustee’s written request, immediately pay to the Trustee all amounts so held in
        trust by the Paying Agent.

      CitiMortgage
        will cause any Paying Agent that is not the Trustee or a signatory to this
        agreement to execute and deliver to the Trustee an instrument in which the
        Paying Agent agrees with the Trustee that the Paying Agent will have all
        the
        rights and obligations of a Paying Agent under this agreement.

      (b)
        Certificate Registrar. CitiMortgage or the Trustee may remove a
        Certificate Registrar, and CitiMortgage, with the Trustee’s approval, may
        appoint another Certificate Registrar.

      A
        Certificate Registrar

      ·      may
        not be an Originator, CitiMortgage or an affiliate of CitiMortgage unless
        the
        Certificate Registrar is an agency and trust department of Citibank, N.A.,
        and

      ·      must
        be authorized to exercise corporate trust powers under the laws of its
        jurisdiction of organization.

      If
        no
        Certificate Registrar is appointed, the Trustee will be the Certificate
        Registrar.

       

      3.22
        Exchange Act reporting

      (a)
        CitiMortgage, as servicer, will prepare and file all reports required to
        be
        filed by CMSI, as depositor, under the Exchange Act (other than Forms 10-K),
        including required periodic reports on Form 10-D, and any required current
        report on Form 8-K. CMSI authorizes CitiMortgage to


      
        
           

        

        
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      sign
        and
        file such reports on behalf of CMSI. CMSI will file all required Forms
        10-K.

      (b)
        For
        each calendar year for which CMSI is required to file a Form 10-K with the
        Securities and Exchange Commission for this series, each party to this agreement
        who

      ·      participates
        in the servicing function, within the meaning of section 1122 of Regulation
        AB
        under the Securities Act (Regulation AB), for this series, or who
        controls such a participant, will submit, or will cause such controlled
        participant to submit, by March 1 of the following year, a report on an
        assessment of compliance covering the servicing criteria set forth opposite
        its
        name on schedule 1, “Servicing criteria to be addressed in report on assessment
        of compliance” (as such schedule may be modified pursuant to section 3.22(c)
        below), and an attestation report of a registered public accounting firm,
        all as
        required by and in full conformity with the requirements of rule 1122,
        and

      ·      is
        a servicer, within the meaning of section 1123 of Regulation AB, for this
        series, or who controls such a servicer, will submit, or will cause such
        controlled servicer to submit, by March 1 of the following year, a statement
        of
        compliance signed by an authorized officer, as required and in full conformity
        with the requirements of rule 1123.

      (c)
        Schedule 1 may be modified

      ·      by
        agreement of CMSI and each party affected by such modification, without the
        consent of any other party or the certificate holders, and

      ·      by
        CMSI, without the consent of any other party or the certificate holders,
        if CMSI
        is advised by counsel that such change may be required to comply with Regulation
        AB.

      (d)
        CMSI
        and each other person who is or becomes a party to this agreement will render
        all reasonably requested assistance to CMSI and CitiMortgage in providing
        information necessary for the preparation of such reports. CMSI and CitiMortgage
        will require each third-party servicer, and any other person who participates
        in
        the servicing function, to agree to provide such assistance.

      (e)
        CitiMortgage hereby appoints KPMG LLP as its independent accountants for
        purposes of preparing and delivering for each year an attestation on
        CitiMortgage’s assessment of compliance with the applicable servicing criteria
        as of and for the period ending the end of such year. The attestation report
        is
        to be furnished to CitiMortgage and the Trustee by March 1 in the following
        year, and must be made in accordance with standards for attestation engagements
        issued or adopted by the Public Company Accounting Oversight Board.

      If
        such
        firm resigns, CitiMortgage will promptly appoint a successor firm of independent
        accountants of recognized national reputation. CitiMortgage will promptly
        notify
        the Trustee if CitiMortgage fails to appoint a successor firm of independent
        accountants within 15 days after such resignation. If CitiMortgage does not
        appoint a successor within 10 days thereafter, the Trustee will promptly
        appoint
        a successor firm of independent accountants of recognized national reputation.
        The fees of the independent accountants and any successor will be paid by
        CitiMortgage as servicer, or by any successor servicer.


      
        
           

        

        
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      4
        CitiMortgage

       

      4.1
        Liability of CitiMortgage and others

      Each
        of
        CitiMortgage, CMSI and Citibank, N.A. will be liable under this agreement
        to any
        person or to the certificate holders only to the extent of obligations
        specifically undertaken by CitiMortgage, CMSI or Citibank, N.A. in this
        agreement.

      Neither
        CitiMortgage, CMSI nor Citibank, N.A., nor any of their directors, officers,
        employees and agents will be liable to the Trust Fund or the certificate
        holders
        for any action, or for refraining from taking any action, pursuant to this
        agreement, or for errors in judgment, provided, however, that neither
        CitiMortgage, CMSI, Citibank, N.A., nor any such person will be protected
        against any liability that would otherwise be imposed for willful misfeasance,
        bad faith or gross negligence in the performance, or for reckless disregard,
        of
        their obligations under this agreement. CitiMortgage, CMSI, Citibank, N.A.
        and
        any of their directors, officers, employees or agents may rely on any document
        prima facie properly executed and submitted by any person as to any
        matters arising under this agreement.

      CitiMortgage,
        CMSI, Citibank, N.A., and each of their directors, officers, employees and
        agents will be indemnified and held harmless by the Trust Fund against any
        loss,
        liability or expense incurred in connection with any actual or threatened
        legal
        or regulatory proceedings relating to this agreement or the certificates,
        other
        than a loss, liability or expense incurred by reason of willful misfeasance,
        bad
        faith or gross negligence in the performance, or reckless disregard, of their
        obligations under this agreement.

      CitiMortgage
        need not appear in, prosecute or defend any legal action that is not incidental
        to its duties to service the mortgage loans in accordance with this agreement
        and that in its opinion may involve it in any expense or liability. CitiMortgage
        may, however, undertake any such action it deems desirable to enforce or
        secure
        the rights and duties of the parties or the interests of the certificate
        holders. CitiMortgage’s legal expenses and costs of such action and any
        resulting liability will be expenses, costs and liabilities of the Trust
        Fund,
        for which CitiMortgage will be reimbursed out of the certificate
        account.

      Notwithstanding
        the foregoing, CitiMortgage will indemnify, defend and hold harmless the
        Trustee
        and the Trust Fund against any damages, claims or liabilities arising out
        of any
        violation (or claimed violation) prior to the closing date of any predatory
        lending law.

       

      4.2
        Assumption of CitiMortgage’s obligations by affiliate

      Any
        corporation into which CitiMortgage is merged or consolidated, or that results
        from a merger, conversion or consolidation involving CitiMortgage, or that
        succeeds to the business of CitiMortgage, or more than 50% of the voting
        stock
        of which is, directly or indirectly, owned by Citigroup Inc., and that executes
        an agreement of assumption to perform all of CitiMortgage’s obligations under
        this agreement, will be CitiMortgage’s successor under this agreement, without
        the execution or filing of any paper or any further act on the part of any
        of
        the parties hereto, anything herein to the contrary notwithstanding. Such
        agreement of assumption will not, however, release CitiMortgage from
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      of
        its
        obligations or liabilities under this agreement.

       

      4.3
        Maintenance of office or agency

      CMSI
        will
        maintain or cause to be maintained at its expense an office or offices or
        agency
        or agencies where the certificates may be surrendered for registration of
        transfer or exchange and where notices and demands to or upon CMSI in respect
        of
        the certificates and this agreement may be served. CMSI initially appoints
        the
        Certificate Registrar designated in the Series Terms as its office for purposes
        of receipt of notices and demands. CMSI will give prompt written notice to
        CitiMortgage, the Trustee and the certificate holders of any change in the
        location of the Certificate Register or any such office or agency.

       

      4.4
        Servicer not to resign

      Subject
        to sections 4.2 and 4.5, CitiMortgage will not resign as servicer without
        the
        consent of the Trustee, any Insurer, the holders of more than 2/3 of the
        voting
        interests of the outstanding certificates and 2/3 of the percentage interests
        of
        the residual certificates, except upon a determination that the performance
        of
        its duties hereunder is no longer permissible under applicable law. Any such
        determination permitting the resignation of CitiMortgage as servicer will
        be
        supported by an opinion of counsel to such effect delivered to the Trustee.
        No
        resignation by CitiMortgage will become effective until the Trustee or a
        successor servicer and master servicer have assumed CitiMortgage’s obligations
        in accordance with section 7.2.

       

      4.5
        Delegation of duties

      CitiMortgage
        may without notice or consent delegate any of its servicing duties, and any
        rights relating to such duties, to any person or persons, including a person
        more than 50% of whose stock is owned, directly or indirectly, by Citigroup
        Inc.; provided that each such person that services any mortgage loans has
        been
        approved as a seller/servicer by the Federal Housing Administration, GNMA,
        Fannie Mae or Freddie Mac, and has been approved in writing by the rating
        agencies. Such delegation will not, however, relieve CitiMortgage of its
        responsibility for such duties. Each delegee of CitiMortgage’s servicing duties
        will have those powers and duties that are granted to or required of
        CitiMortgage as servicer or master servicer under this agreement for such
        duties, subject to the limitations imposed by the agreement between CitiMortgage
        and such delegee.

       

      4.6
        Errors and omissions insurance

      CitiMortgage
        will maintain in force

      ·      a
        policy or policies of insurance covering errors and omissions in the performance
        of its servicing obligations, and

      ·      a
        fidelity bond for its officers, employees and agents.

      Such
        policies and bond will, together, comply with Fannie Mae or Freddie Mac
        requirements for persons servicing mortgage loans purchased by such
        association.

       

      5 
The
        certificates

       

      5.1
        The certificates

      (a)
        The
        certificates and residual certificates will be substantially in the forms
        set
        forth in exhibit A. The certificates will be issued in the denominations
        specified in the Series Terms and will be executed by manual or facsimile
        signature on behalf of CMSI by its Chairman, President, one of its Vice
        Presidents, or one of its Assistant Vice Presidents. Certificates bearing
        the
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      individuals
        who were authorized to sign on behalf of CMSI when the signatures were affixed
        will bind CMSI, even if prior to the authentication and delivery of the
        certificates some of the individuals ceased to be authorized or to hold such
        offices.

      No
        certificate will be entitled to any benefit under this agreement, or be valid
        for any purpose, unless it authenticated substantially in the form set forth
        in
        exhibit A. The authentication must be manually signed by the Trustee or an
        Authenticating Agent appointed pursuant to section 8.12, and such signature
        will
        be conclusive evidence, and the only evidence, that the certificate has been
        duly authenticated and delivered. All certificates will be dated the date
        of
        their authentication.

      (b)        Upon
        original issuance, book-entry certificates will be issued in the form of
        one or
        more typewritten certificates, to be delivered to the initial Clearing Agency,
        by, or on behalf of, CMSI. Such certificates will initially be registered
        on the
        Certificate Register in the name of the nominee of the initial Clearing Agency,
        and will bear a legend in substantially the following form:

      “Unless
        this certificate is presented by an authorized representative of [the Clearing
        Agency] to Citicorp Mortgage Securities, Inc. or its agent for registration
        of
        transfer, exchange, or payment, and any certificate issued is registered
        in the
        name of [the Clearing Agency nominee] or such other name as requested by
        an
        authorized representative of [the Clearing Agency] (and any payment is made
        to
        [the Clearing Agency nominee] or to such other entity as is requested by
        an
        authorized representative of [the Clearing Agency]), any transfer, pledge,
        or
        other use hereof for value or otherwise by or to any person is wrongful inasmuch
        as the registered owner hereof, [the Clearing Agency nominee], has an interest
        herein.”

      No
        beneficial owner will receive a definitive certificate representing such
        beneficial owner’s interest in the book-entry certificates, except as provided
        in section 5.6. Until definitive certificates have been issued to beneficial
        owners pursuant to section 5.6:

      (i)        This
        section 5.1(b) will be in full force and effect.

      (ii)        CMSI,
        the Certificate Registrar and the Trustee may deal with the Clearing Agency
        for
        all purposes (including distributions on the book-entry certificates and
        actions
        by the holders of book-entry certificates) as the authorized representative
        of
        the beneficial owners.

      (iii)                  To
        the extent that this section 5.1(b) conflicts with any other provision of
        this
        agreement, this section 5.1(b) will control.

      (iv)                  The
        rights of beneficial owners will be exercised only through the Clearing Agency
        and will be limited to those established by law, the rules, regulations and
        procedures of the Clearing Agency and agreements between such beneficial
        owners
        and the Clearing Agency or the Clearing Agency Participants. For book-entry
        certificates, references in this agreement to

      ·      actions
        by certificate holders will refer to actions taken by the Clearing Agency
        upon
        instructions from the Clearing Agency Participants, and

      ·      distributions,
        notices, reports and statements to certificate holders will refer to
        distributions, notices, reports and statements to the Clearing Agency or
        its
        nominee, as registered holder of the book-entry certificates for the
        distribution to beneficial owners in accordance with the procedures of the
        Clearing Agency.


      
        
           

        

        
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      (v)        The
        initial Clearing Agency will make book-entry transfers among the Clearing
        Agency
        Participants, and will receive and transmit distributions of principal and
        interest on the certificates to the Clearing Agency Participants, for
        distribution to the beneficial owners or their nominees.

      For
        purposes of any provision of this agreement requiring or permitting actions
        with
        the consent of, or at the direction of, holders of book-entry certificates
        evidencing specified voting interests, such direction or consent will be
        given
        by beneficial owners having the requisite percentage interests.

      Until
        definitive certificates are issued to beneficial owners pursuant to section
        5.6,
        copies of the reports or statements referred to in section 3.14 will be
        available to beneficial owners upon written request to the Trustee at the
        corporate trust office or, if Citibank, N.A. is the Paying Agent, at the
        website
        referred to in section 3.14.

       

      5.2
        Registration of transfer and exchange of certificates

      (a)
        CMSI
        will maintain at its expense an office or offices or agency or agencies where
        the certificates may be surrendered for registration of transfer or exchange
        and
        where notices and demands to or upon CMSI relating to the certificates and
        this
        agreement may be served. CMSI initially appoints the Certificate Registrar
        designated in the Series Terms as its office for purposes of receipt of notices
        and demands.

      CMSI
        will
        maintain a Certificate Register at such office in which, subject to
        such reasonable regulations as it prescribes, CMSI will provide for the
        registration and transfer of certificates. CMSI will give prompt written
        notice
        to the Trustee and to the certificate holders of any change in the location
        of
        the Certificate Register or any such office or agency.

      Upon
        surrender for registration of transfer of any certificate at the office or
        agency, CMSI will execute and the Trustee or the Authenticating Agent will
        authenticate and deliver, in the name of the designated transferee or
        transferee, one or more new certificates in authorized denominations of the
        same
        aggregate number of single certificates or the same aggregate percentage
        interest, as the case may be.

      At
        the
        option of the certificate holder, certificates may be exchanged for other
        certificates of authorized denominations evidencing the same aggregate number
        of
        single certificates or the same aggregate percentage interest, as the case
        may
        be, upon surrender of the certificates to be exchanged at the office or agency.
        CMSI will execute and the Trustee or Authenticating Agent will authenticate
        and
        deliver the certificates that the certificate holder is entitled to
        receive.

      Every
        certificate surrendered for registration of transfer or exchange will be
        accompanied by a written instrument of transfer in form satisfactory to the
        Trustee, CMSI and the Certificate Registrar, duly executed by the holder
        or his
        attorney duly authorized in writing.

      No
        service charge will be made for any registration of transfer or exchange
        of
        certificates, but the Certificate Registrar may require a payment sufficient
        to
        cover any tax or governmental charge imposed in connection with the transfer
        or
        exchange.

      All
        certificates surrendered for registration of transfer and exchange will be
        canceled and, subject to the record retention requirements of the Exchange
        Act,
        subsequently destroyed by the Trustee or, at its direction, by the Certificate
        Registrar.


      
        
           

        

        
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      The
        Certificate Registrar will provide the Paying Agent and the Trustee by the
        third
        business day before each distribution day, the names and addresses of each
        certificate holder as of the record date and the number of single certificates
        or percentage interest it holds of record.

      (b)
        Notwithstanding the foregoing section 5.2(a), no legal or beneficial interest
        in
        all or any portion of a residual certificate may be transferred, directly
        or
        indirectly, to a “disqualified organization“ within the meaning of Internal
        Revenue Code Section 860E(e)(5), or to an agent of a disqualified organization
        (including a broker, nominee, or other middleman) (an Agent) and any
        such purported transfer will be void and of no effect. Further, no legal
        or
        beneficial interest in all or any portion of a residual certificate may be
        registered in the name of a Plan or a person investing the assets of a Plan
        (such Plan or person an ERISA Prohibited holder) or in the
        name of a person that is not (i) a U.S. person or (ii) a non-U.S. person
        that
        holds the residual certificate in connection with the conduct of a trade
        or
        business within the United States and has furnished the transferor, the
        Certificate Registrar, and the Trustee with an effective Internal Revenue
        Service Form W-8ECI or (iii) a non-U.S. person that has delivered to the
        transferor, the Certificate Registrar, and the Trustee an opinion of a
        nationally recognized tax counsel to the effect that the transfer of the
        residual certificate to it is in accordance with the requirements of the
        Internal Revenue Code and that such transfer of the residual certificate
        will
        not be disregarded for federal income tax purposes (any such person who is
        not
        described in clauses (i), (ii) or (iii) above being referred to herein as
        a
“Non-permitted Foreign holder”). Furthermore, no legal or beneficial interest in
        all or any portion of a residual certificate may be transferred, directly
        or
        indirectly, to a foreign permanent establishment or fixed base, within the
        meaning of an applicable income tax treaty, of the transferee or any other
        person. CMSI will not execute and the Trustee or Authenticating Agent will
        not
        authenticate and deliver, a new residual certificate in connection with any
        transfer of a residual certificate, and neither CMSI, the Certificate Registrar
        nor the Trustee will accept a surrender for transfer or registration of
        transfer, or register the transfer of, any residual certificate unless the
        transferor will have provided to CMSI, the Certificate Registrar and the
        Trustee
        an affidavit, substantially in the form of Appendix 1 hereto, signed by the
        transferee, to the effect that the transferee is not such a disqualified
        organization, an agent for any entity as to which the transferee has not
        received a substantially similar affidavit, an ERISA Prohibited holder, a
        Non-permitted Foreign holder, or a person for whom income on the residual
        certificate is attributed to a foreign permanent establishment or fixed base,
        within the meaning of an applicable income tax treaty, of the transferee
        or any
        other person, accompanied by a written statement signed by the transferor
        to the
        effect that, as of the time of the transfer, the transferor has no actual
        knowledge that such affidavit is false. Upon notice by CMSI that any legal
        or
        beneficial interest in any portion of a residual certificate has been
        transferred, directly or indirectly, to a disqualified organization or an
        Agent
        in contravention of the foregoing restrictions, the Trustee will furnish
        to the
        Internal Revenue Service and the transferor of such residual certificate
        or to
        such Agent, within 60 days of the request


      
        
           

        

        
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      therefor
        by such transferor or such Agent, and CMSI agrees to provide the
        Trustee with the computation of such information necessary to the application
        of
        Internal Revenue Code Section 860E(e) as may be required by the Internal
        Revenue
        Code, including but not limited to the present value of the total anticipated
        excess inclusions for such residual certificate (or portion thereof) for
        periods
        after such transfer. At the election of CMSI, the reasonable cost of computing
        and furnishing such information may be charged to the transferor or such
        Agent;
        however, the Trustee and CMSI will in no event be excused from furnishing
        such
        information. Every holder of a residual certificate will be deemed to have
        consented to such amendments to this agreement as may be required to further
        effectuate the restrictions on transfer of residual certificates to a
        disqualified organization, an Agent, an ERISA Prohibited holder or a
        Non-permitted Foreign holder.

      The
        affidavit described in the preceding paragraph will also contain the statement
        of the transferee that it (i) has historically paid its debts as they have
        come
        due and intends to do so in the future, (ii) understands that it may incur
        liabilities in excess of cash flows generated by the residual certificate,
        (iii)
        intends to pay taxes associated with holding the residual certificate as
        they
        become due, (iv) will not cause the income for the residual certificate to
        be
        attributable to a foreign permanent establishment or fixed base, within the
        meaning of an applicable income tax treaty, of the transferee or any other
        person and (v) will not transfer the residual certificate to any person or
        entity that does not provide a similar affidavit. The transferor’s statement to
        the Trustee and the Certificate Registrar accompanying the affidavit will
        state
        that, after conducting a reasonable investigation of the financial condition
        of
        the transferee, the transferor has no knowledge or reason to know that the
        statements made by the transferee for clauses (i) and (iii) of the preceding
        sentence are false. Each residual certificate will bear a legend referring
        to
        the restrictions contained in this paragraph and the preceding
        paragraph.

      Notwithstanding
        the foregoing, no transfer of any private certificate may be made unless
        such
        private certificate has been registered under the Securities Act and applicable
        state securities or “blue sky” laws, or an exemption from the Securities Act and
        applicable state securities or “blue sky” laws is available. Upon surrender for
        registration of transfer of any private certificate, (1) neither the Trustee
        nor
        the Certificate Registrar will accept surrender for transfer or registration
        of
        transfer of, or register the transfer of, any private certificate and (2)
        CMSI
        will not execute, and neither the Trustee nor the Authenticating Agent will
        authenticate and deliver, any new private certificate in connection with
        the
        transfer of any private certificate, unless either (A) such private certificate
        has been registered under the Securities Act and applicable state securities
        or
“blue sky” laws, or (B) exemptions from the registration requirements of the
        Securities Act and applicable state securities or “blue sky” laws are available,
        and the transferee delivers to CMSI, the Trustee and the Certificate Registrar
        a
        letter substantially to the effect set forth in exhibit D to this agreement
        and
        (1) if such transferee is not a “Qualified Institutional Buyer” within the
        meaning of Rule 144A of the Securities Act, and if so requested
        by


      
        
           

        

        
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      CMSI,
        an
        opinion of counsel acceptable to CMSI will have been delivered to CMSI, the
        Trustee, and the Certificate Registrar, to the effect that such transfer
        is in
        compliance with either subclause (A) or subclause (B) of this clause (i)
        of this
        section 5.2; or (2) if such transfer is to a non-institutional investor,
        unless
        such investor is an accredited investor (as defined in Regulation D under
        the
        Securities Act) and has a net worth (exclusive of primary residence) of at
        least
        $1,000,000 as confirmed in writing to the Trustee and the Certificate
        Registrar.

      Notwithstanding
        the foregoing, any transferee of a legal or beneficial interest in all or
        a
        portion of a private certificate that is a book-entry certificate will be
        deemed
        to have made the representations set forth in exhibit D to this agreement
        including, in clause 2 of such exhibit, the representation that such transferee
        is a “Qualified Institutional Buyer” within the meaning of Rule 144A of the
        Securities Act.

      No
        transfer of an ERISA Restricted Certificate may be made unless any proposed
        transferee (i) executes a representation letter in substantially the form
        of
        exhibit E hereto and in substance satisfactory to the Trustee, the Certificate
        Registrar and CMSI either stating (a) that it is not, and is not acting on
        behalf of, any employee benefit plan subject to Title I of ERISA or Section
        4975
        of the Internal Revenue Code, or a governmental plan, as defined in Section
        3(32) of ERISA, subject to any federal, state or local law (Similar
        Law) which is, to a material extent, similar to the foregoing provisions
        of
        ERISA or the Internal Revenue Code (collectively, a “Plan”) or using the assets
        of any such Plan to effect such purchase or (b) it is an insurance company
        and
        the source of funds used to purchase the ERISA Restricted Certificates is
        an
“insurance company general account” (as such term is defined in Section V(e) of
        Prohibited Transaction Class Exemption 95-60 (“PTE 95-60”), 60 Fed. Reg. 35925
        (July 12, 1995)) and there is no Plan for which the amount of such general
        accounts reserves and liabilities for the contracts) held by or on behalf
        of
        such Plan and all other Plans maintained by the same employer (or affiliate
        thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee
        organization, exceed 10% of the total of all reserves and liabilities of
        such
        general account (as such amounts are determined under Section I(a) of PTE
        95-60)
        at the date of acquisition and the purchase and holding of such ERISA Restricted
        Certificate is covered by Sections I and III of PTE 95-60 or (ii) provides
        (A)
        an opinion of counsel in form and substance satisfactory to the Trustee,
        the
        Certificate Registrar and CMSI that the purchase or holding of ERISA Restricted
        Certificate by or on behalf of such Plan will not result in the assets of
        the
        Trust being deemed to be “plan assets” and subject to the prohibited transaction
        provisions of ERISA and the Internal Revenue Code or Similar Law and will
        not
        subject CMSI, the Trustee or the Certificate Registrar to any obligation
        in
        addition to those undertaken in this agreement and (B) such other opinions
        of
        counsel, officers’ certificates and agreements as CMSI, the Trustee or the
        Certificate Registrar may require in connection with such transfer.

      The
        applicable representation set forth in clause (i) of the preceding paragraph
        will be deemed to have been made to the Trustee, Certificate Registrar and
        CMSI
        by the acceptance by a transferee of the beneficial interest in any such
        ERISA
        Restricted Certificate, unless the Trustee, Certificate Registrar and CMSI
        will
        have received from the transferee either an


      
        
           

        

        
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      alternative
        representation acceptable in form and substance to the Trustee, Certificate
        Registrar and CMSI or the opinion of counsel and other documentation set
        forth
        in clause (ii) of the preceding paragraph.

       

      5.3
        Mutilated, destroyed, lost or stolen certificates

      If

      ·      any
        mutilated certificate is surrendered to the Certificate Registrar, or the
        Certificate Registrar receives evidence to its satisfaction of the destruction,
        loss or theft of any certificate,

      ·      each
        of CMSI, the Certificate Registrar and the Trustee receive such security
        or
        indemnity as it requires to save it harmless, and

      ·      neither
        the Certificate Registrar nor the Trustee is notified that the certificate
        has
        been acquired by a protected purchaser under Article 8 of the Uniform Commercial
        Code as in effect in the applicable jurisdiction,

      then
        CMSI
        will execute and the Trustee or Authenticating Agent will authenticate and
        deliver, in exchange for or in lieu of such mutilated, destroyed, lost or
        stolen
        certificate, a new certificate of like tenor and initial principal balance,
        initial notional balance or percentage interest. In connection with the issuance
        of any new certificate under this section 5.3, the Certificate Registrar
        may
        require a payment sufficient to cover any tax or other governmental charge
        imposed and any other expenses (including the fees and expenses of the Trustee
        and the Certificate Registrar) in connection with the issuance. Any duplicate
        certificate issued pursuant to this section 5.3 will constitute complete
        and
        indefeasible evidence of ownership in the Trust Fund, as if originally issued
        on
        the closing date, whether or not the lost, stolen or destroyed certificate
        is
        found at any time.

       

      5.4
        Persons deemed owners

      Prior
        to
        due presentation of a certificate for registration of transfer, CMSI, the
        Trustee, any Insurer, the Certificate Registrar and any agent of CMSI, the
        Trustee or the Certificate Registrar may treat the person in whose name the
        certificate is registered as the owner of the certificate for the purpose
        of
        receiving distributions pursuant to section 3.6 and for all other purposes
        whatsoever, and neither CMSI, the Trustee, any Insurer, the Certificate
        Registrar nor any agent of CMSI, the Trustee or the Certificate Registrar
        will
        be affected by any notice to the contrary.

       

      5.5
        Access to list of certificate holders’ names and addresses

      If
        the
        Trustee is not the Certificate Registrar and requests CMSI or the Certificate
        Registrar to provide a list of the names and addresses of certificate holders,
        CMSI or the Certificate Registrar will furnish to the Trustee, within 15
        days
        after receipt of the request, a list as of the most recent record date, in
        such
        form as the Trustee reasonably requires.

      If
        three
        or more certificate holders

      ·      request
        such information in writing from the Trustee,

      ·      state
        that they desire to communicate with other certificate holders regarding
        their
        rights under this agreement or under the certificates, and

      ·      provide
        a copy of the communication they propose to transmit,

      then
        the
        Trustee will, within five business days after the receipt of the request,
        afford
        the certificate holders access during normal business hours to the most recent
        list held by the Trustee, if any. If such list is as of a date more than
        90 days
        prior to the date of receipt of the


      
        
           

        

        
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      certificate
        holders’ request, the Trustee will promptly request from CMSI or the Certificate
        Registrar a current list and will afford the certificate holders access to
        the
        list promptly upon its receipt by the Trustee. Every certificate holder,
        by
        receiving and holding a certificate, agrees that neither CMSI, the Certificate
        Registrar nor the Trustee will be held accountable by reason of the disclosure
        of any such information as to the list of the certificate holders, regardless
        of
        the source from which the information is derived.

       

      5.6
        Definitive certificates

      If

      ·      DTC
        advises the Trustee and the Certificate Registrar in writing that the Clearing
        Agency is no longer willing or able properly to discharge its responsibilities
        as depository for the book-entry certificates, and

      ·      CMSI
        is unable to locate a qualified successor,

      the
        Certificate Registrar will notify the beneficial owners, through the Clearing
        Agency, of the occurrence of such event and of the availability of definitive
        certificates to beneficial owners requesting them. Upon surrender to the
        Certificate Registrar by the Clearing Agency of the certificates held of
        record
        by its nominee, accompanied by re-registration instructions and directions
        to
        execute and authenticate new certificates from CMSI, the Trustee or the
        Authenticating Agent will execute and authenticate definitive certificates
        for
        delivery. CMSI will arrange for, and will bear all costs of, the printing
        and
        issuance of the definitive certificates. Neither CMSI, the Trustee, the
        Certificate Registrar nor the Authenticating Agent will be liable for any
        delay
        in delivery of such instructions by the Clearing Agency and may conclusively
        rely on, and will be protected in relying on, such instructions.

       

      5.7
        Notices to Clearing Agency

      Whenever
        notice or other communication to the holders of book-entry certificates is
        required under this agreement, until definitive certificates are issued to
        beneficial owners pursuant to section 5.6, the Trustee will deliver such
        notices
        and communications to the Clearing Agency.

       

      6
Accounts

      The
        certificate account, distribution account, and any buydown account, escrow
        account, custodial accounts for P&I or servicing account must be eligible
        accounts.

      CitiMortgage
        may transfer any such account to a new eligible account.

      If
        the
        certificate account, distribution account, or any buydown account, escrow
        account, custodial account for P&I or servicing account ceases to be an
        eligible account then within 30 days after such cessation, CitiMortgage
        will

      ·      transfer,
        or direct any third-party servicer, as applicable, to transfer, the account
        that
        has ceased to be an eligible account, and all funds therein, to a new
        certificate account, distribution account, buydown account, escrow account,
        custodial account for P&I or servicing account, respectively, that is an
        eligible account, and

      ·      remit,
        or direct any third-party servicer, as applicable, to remit in accordance
        with
        this agreement, any funds deposited into the account that has ceased to be
        an
        eligible account to the new account.

      In
        lieu
        of taking the actions described above in this section 6, CitiMortgage may
        make
        such other arrangements as to which CitiMortgage, any Insurer and the Trustee
        have received prior written assurance from each rating agency
        that


      
        
           

        

        
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      such
        arrangement will not result in a reduction or withdrawal of the then-current
        rating of any class of certificates.

       

      7
Default

       

      7.1
        Events of Default

      If
        any of the following events (Events of Default) is
        continuing:

      (a)
        CitiMortgage, as servicer or master servicer, fails to make a full payment,
        deposit, transfer or distribution required of it in such capacities under
        this
        agreement, and the failure continues unremedied for

      ·      10
        business days after the Trustee gives written notice of the failure to
        CitiMortgage, or the holders of the Required Amount of certificates give
        written
        notice of the failure to CitiMortgage and the Trustee, if the failure results
        from an error in calculating the amount of the required deposit, transfer
        or
        distribution, or

      ·      three
        business days after such notice if the failure results from any other reason;
        or

      (b)
        CitiMortgage fails to reimburse a Paying Agent advance as required by section
        3.5, and the failure is not remedied for 60 business days after the Trustee
        or
        the Paying Agent gives CitiMortgage written notice of the failure, or the
        holders of the Required Amount of Certificates give CitiMortgage and the
        Trustee
        such notice; or

      (c)
        CitiMortgage fails to observe or perform in any material respect any other
        covenant or agreement of CitiMortgage set forth in the certificates or in
        this
        agreement, and the failure

      ·      materially
        and adversely affects the rights of the certificate holders, and

      ·      continues
        unremedied for 60 business days after the Trustee gives CitiMortgage written
        notice of the failure, requiring the failure to be remedied, or the holders
        of
        the Required Amount of Certificates give such notice to CitiMortgage and
        the
        Trustee; or

      (d)
        a
        court or agency or supervisory authority having jurisdiction enters a decree
        or
        order for the appointment of a conservator, receiver or liquidator for
        CitiMortgage in any insolvency, readjustment of debt, marshaling of assets
        and
        liabilities or similar proceeding, or for the winding up or liquidation of
        CitiMortgage’s affairs, and the decree or order continues unstayed and in effect
        for 60 consecutive days; or

      (e)
        CitiMortgage consents to the appointment of a conservator, receiver or
        liquidator in an insolvency, readjustment of debt, marshaling of assets and
        liabilities, or similar proceeding for CitiMortgage or substantially all
        of its
        property, or CitiMortgage admits in writing its inability to pay its debts
        generally as they become due, files a petition to take advantage of any
        applicable insolvency or reorganization statute, makes an assignment for
        the
        benefit of its creditors, or voluntarily suspends payment of its
        obligations;

      then
        the Trustee or the holders of the Required Amount of certificates, by notice
        in
        writing to CitiMortgage (and to the Trustee if given by the certificate holders)
        may terminate all of CitiMortgage’s rights and obligations as servicer of the
        affiliated mortgage loans and as master servicer of the third-party mortgage
        loans under this agreement. Upon CitiMortgage’s receipt of such notice, all
        CitiMortgage’s authority under this agreement, whether for the certificates or
        the mortgage loans or otherwise, will pass to and be vested in the Trustee
        pursuant to this section 7.1, and the Trustee will be authorized to execute
        and
        deliver, on behalf of CitiMortgage as attorney-in-fact or


      
        
           

        

        
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      otherwise,
        any documents and other instruments, and to do or accomplish all other acts
        or
        things necessary or appropriate to effect the purposes of such notice, whether
        to complete the transfer and endorsement of the mortgage loans and related
        documents or otherwise. CitiMortgage will cooperate with the Trustee in
        effecting the termination of CitiMortgage’s responsibilities and rights
        hereunder, including the transfer to the successor servicer for the
        administration by it of all cash amounts held by CitiMortgage for deposit,
        or
        deposited by CitiMortgage, in the certificate account or servicing account
        or
        subsequently received on the mortgage loans. In addition to any other amounts
        that are then payable, or, notwithstanding the termination of its activities
        as
        servicer and master servicer of the mortgage loans, may become payable to
        CitiMortgage under this agreement, CitiMortgage will be entitled to receive
        out
        of any delinquent interest payment on a mortgage loan, due before such
        termination notice but received afterwards, that portion of the payment that
        it
        would have received if the notice had not been given.

       

      7.2
        Trustee to act; appointment of successor

      Once
        CitiMortgage receives a notice of termination under section 7.1, the Trustee
        will be the successor in all respects to CitiMortgage in its capacity as
        servicer and master servicer, and will be subject to all CitiMortgage’s rights
        and obligations under this agreement. As compensation, the Trustee will,
        except
        as provided in section 7.1, be entitled to the same compensation (whether
        payable out of the certificate account or otherwise) as CitiMortgage would
        have
        been entitled to under this agreement if no such notice of termination had
        been
        given. However, the Trustee may, if it is unwilling so to act, or will, if
        it is
        legally unable so to act, appoint, or petition a court of competent jurisdiction
        to appoint, an established housing finance institution with a net worth of
        not
        less than $5 million and approved as seller/servicer by GNMA, Fannie Mae
        or
        Freddie Mac as the successor to CitiMortgage in the assumption of all or
        any
        part of the rights and obligations of CitiMortgage under this agreement.
        Until
        such a successor is appointed, unless the Trustee is prohibited by law from
        so
        acting, the Trustee will act in such capacity as provided above. The Trustee
        may
        make such arrangements for compensation of such successor out of payments
        on the
        mortgage loans as it and the successor agree; provided, however, that
        no such compensation will exceed CitiMortgage’s compensation under this
        agreement. The Trustee and the successor will take any actions, consistent
        with
        this agreement, necessary to effect the succession.

      The
        Trustee will promptly notify the certificate holders and any Insurer of any
        termination of CitiMortgage or appointment of a successor pursuant to this
        section 7.

       

      8
The
        Trustee

       

      8.1
        Duties 

      (a)
        Unless the Trustee has notice that an Event of Default is continuing, the
        Trustee will only have those obligations that are specifically set forth
        in this
        agreement, and no implied covenants of the Trustee will be read into this
        agreement.

      (b)
        If
        the Trustee has notice that an Event of Default is continuing, then
        notwithstanding anything to the contrary in this agreement, the Trustee will
        exercise those rights and powers vested


      
        
           

        

        
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      in
        it by
        this agreement, and use the same degree of care and skill in their exercise,
        as
        a prudent man would exercise under the circumstances in the conduct of his
        own
        affairs. If the Trustee is incorporated or organized under the laws of the
        State
        of New York, then, in considering what actions are prudent in the circumstances,
        the Trustee will consider, to the extent applicable, the matters enumerated
        in
        Section 126(2)(a) through (e) of the New York Real Property Law, as in effect
        on
        the date of this agreement, and will comply with subdivisions (3),(4) and
        (5) of
        Section 126 of the New York Real Property Law, as in effect on the date of
        this
        agreement.

      The
        Trustee will not be charged with notice of an Event of Default (other than
        a
        default in payment to the Trustee) unless a Responsible Officer of the Trustee
        obtains actual knowledge of such failure or receives written notice of such
        Event of Default at its corporate trust office from CitiMortgage or the holders
        of the Required Amount of Certificates.

      (c)        The
        Trustee, upon receipt of all resolutions, certifications, statements, opinions,
        reports, documents, orders or other instruments that are specifically required
        or requested to be furnished to the Trustee pursuant to this agreement (each
        a
Furnished Document), will examine them to determine whether they
        conform to the requirements of this agreement. The Trustee may request an
        officer’s certificate as to any matter of fact if the Trustee believes it
        desirable that the fact be established before the Trustee takes an action
        under
        this agreement. Unless the Trustee has notice that an Event of Default is
        continuing, the Trustee may conclusively rely, without investigation, on
        the
        truth of the statements and the correctness of the opinions expressed in
        any
        Furnished Document that the Trustee believes to be genuine, signed or presented
        by the proper parties, and in conformity with the requirements of this
        agreement.

      The
        Trustee will investigate the facts or matters stated in a Furnished Document
        if
        the holders of the Required Amount of Certificates request such investigation
        in
        writing. CitiMortgage will pay, or will reimburse the Trustee upon demand,
        for
        the reasonable expense of such investigation. If the Trustee believes that
        the
        payment within a reasonable time of the costs and liabilities likely to be
        incurred in the investigation are not reasonably assured to it, the Trustee
        may,
        as a condition to conducting such investigation, require reasonable indemnity
        from the certificate holders against such expense or liability. Nothing in
        this
        clause (c) will derogate from CitiMortgage’s obligation to observe any
        applicable law prohibiting disclosure of information regarding the
        mortgagors.

      (d)                  The
        Trustee will not be required to expend or risk its own funds or otherwise
        incur
        financial liability in the performance of any of its duties under this
        agreement, or in the exercise of any of its rights or powers, if the Trustee
        reasonably believes that the repayment of such funds or adequate indemnity
        against such risk or liability is not reasonably assured to it.

      (e)        Except
        to the extent that the Trustee becomes a successor servicer to CitiMortgage
        under sections 4.3 or 7.2, the Trustee will have no responsibility for the
        performance or the manner of performance of any of CitiMortgage’s obligations
        under this agreement. The relationship of CitiMortgage to the Trustee under
        this
        agreement is intended by the parties to be that of an independent contractor
        and
        not that of a joint venturer, partner or agent.


      
        
           

        

        
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      (f)        The
        Trustee may appoint agents (which may include CitiMortgage and its affiliates)
        to perform any of the Trustee’s obligations under this agreement. Such agents
        will have all of the rights and obligations of the Trustee conferred on them
        by
        such appointment, but the Trustee will continue to be responsible for its
        obligations under this agreement.

       

      8.2
        Liability 

      (a)           In
        performing its obligations under this agreement, the Trustee will be liable
        for
        its own negligence or misconduct, except that the Trustee will not be
        liable for

      ·      an
        error of judgment by a Responsible Officer of the Trustee, unless the Trustee
        was negligent in ascertaining the pertinent facts;

      ·      an
        action by the Trustee believed by it to be permitted under this agreement;
        and

      ·      an
        action taken in accordance with the direction of the holders of the Required
        Amount of certificates relating to the time, method and place of conducting
        any
        proceeding for any remedy available to the Trustee, or exercising any trust
        or
        power conferred upon the Trustee, under this agreement.

      (b)        The
        Trustee may consult with counsel, and an opinion of counsel will be full
        and
        complete authorization and protection for any action by the Trustee taken
        under
        this agreement in accordance with such opinion.

      (c)        The
        Trustee will not be responsible for the selection of the Mortgage Note Custodian
        or any, Paying Agent, Certificate Registrar, or Authenticating Agent, nor
        for
        their performance of their obligations under this agreement, the Mortgage
        Note
        Custodial Agreement, or any other applicable agreement.

       

      8.3
        Trustee not liable for certificates or mortgage loans

      The
        recitals contained herein and in the certificates (other than the certification
        of authentication on the certificates) will be taken as the statements of
        CitiMortgage, and the Trustee assumes no responsibility for the correctness
        of
        the same. The Trustee makes no representations as to the validity or sufficiency
        of this agreement, the Mortgage Note Custodial Agreement or of the certificates
        (other than the certification of authentication on the certificates) or of
        any
        mortgage loan or related document. The Trustee will not be accountable for
        the
        use or application by CitiMortgage of any of the certificates or of the proceeds
        of such certificates or for the use or application of any funds paid to
        CitiMortgage in respect of the mortgage loans or deposited in or withdrawn
        from
        the certificate account or servicing account by CitiMortgage. The Trustee
        will
        have no liability for any losses incurred as a result of

      ·      any
        failure of the Trust Fund to qualify as the specified separate constituent
        REMICs,

      ·      any
        termination, inadvertent or otherwise, of the status of the Trust Fund as
        the
        specified separate constituent REMICs,

      ·      any
        tax on prohibited transactions imposed by Internal Revenue Code Section
        860F(a)(1),

      ·      any
        tax on net income from foreclosure property imposed by Internal Revenue Code
        Section 860G(c),

      ·      any
        tax on contributions to any constituent REMIC after the startup day imposed
        by
        Internal Revenue Code Section 860G(d),

      ·      any
        erroneous calculation or determination or any act or omission of CitiMortgage
        hereunder or


      
        
           

        

        
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      ·      any
        erroneous information included in any federal, state or local income tax
        or
        information return prepared pursuant to section 3.16;

      provided,
        that the Trustee will not be excused hereby from liability for its own
        negligence, bad faith or failure to perform its duties as specified
        herein.

       

      8.4
        Trustee may own certificates

      The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of one or more of the certificates with the same rights as it would have
        if it
        were not Trustee and may otherwise deal with CitiMortgage or any of its
        affiliates as if it were not the Trustee.

       

      8.5
        Trustee’s fees and expenses

      The
        Trustee’s fees and expenses (and those of any co-trustee appointed pursuant to
        section 8.10), and of any Certificate Registrar, Mortgage Note Custodian,
        Depository, Paying Agent, Authenticating Agent appointed pursuant to section
        8.12, and agent of the Trustee appointed pursuant to section 8.2(g), will
        be
        paid by CitiMortgage, as servicer, in accordance with section 3.9(a). Citibank,
        N.A., as Paying Agent, has agreed to a fee of $3,000 a year. CitiMortgage
        will
        also pay any expenses associated with the resignation or removal of the Trustee
        and the appointment of a successor Trustee.

      In
        consideration of paying the amounts payable pursuant to this section 8.5,
        CitiMortgage may retain any trustee fee that may be payable on the third-party
        mortgage loans. The Trustee (and any such co-Trustee) will be entitled to
        reasonable compensation (which will not be limited by any provision of law
        with
        respect to the compensation of a trustee of an express trust) for all services
        rendered by them in the execution of the trust or trusts hereby created and
        in
        the exercise and performance of any of the powers and duties hereunder of
        the
        Trustee, and upon notice to CitiMortgage, the Trustee will be paid or reimbursed
        by CitiMortgage for all reasonable expenses, disbursements and advances incurred
        or made by the Trustee in accordance with any of the provisions of this
        agreement (including the reasonable compensation and the expenses and
        disbursements of its counsel and of all persons not regularly in its employ)
        except any such expense, disbursement or advance as may arise from its
        negligence or bad faith or which is the responsibility of the certificate
        holders hereunder.

      The
        Trustee and each Certificate Registrar, Mortgage Note Custodian, Depository,
        Paying Agent, Authenticating Agent and any agent appointed pursuant to section
        8.2 are entitled to indemnification from CitiMortgage, as servicer or master
        servicer, and will be held harmless against any loss, liability or expense
        incurred without negligence or bad faith on their part, arising out of or
        in
        connection with the acceptance or administration of the trust or trusts
        hereunder, including the costs and expenses of defending themselves against
        any
        claim or liability in connection with the exercise or performance of any
        of
        their powers or duties hereunder. Such indemnification will survive the payment
        of the certificates and termination of the Trust Fund, as well as the
        resignation or removal of CitiMortgage as servicer (if such action which
        caused
        the need for the indemnification occurred while CitiMortgage acted as servicer),
        and for purposes of such indemnification neither the negligence nor bad faith
        of
        any of the entities enumerated in the preceding sentence, nor of any Mortgage
        Note


      
        
           

        

        
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      Custodian,
        will be imputed to, or adversely affect, the right of any other entity
        enumerated in the preceding sentence to be entitled to
        indemnification.

       

      8.6
        Eligibility requirements for Trustee

      The
        Trustee hereunder will at all times be a corporation or a national banking
        association, other than an affiliate of CitiMortgage, having its principal
        office in, and organized and doing business under the laws of, the United
        States
        of America or a state thereof, authorized under such laws to exercise corporate
        trust powers, having a combined capital and surplus of at least $30 million,
        and
        subject to supervision or examination by federal or state authority and having
        a
        short-term debt rating of at least A-2 from S&P (or a long-term debt rating
        of BBB+ if it has no short-term debt rating) if S&P is a rating agency, A-2
        from Moody’s (or a long-term debt rating of Baa1 if it has no short-term debt
        rating) if Moody’s is a rating agency, and F1 from Fitch (or a long-term debt
        rating of A if it has no short-term debt rating) if Fitch is a rating
        agency.  If such corporation or national banking association publishes
        reports of condition at least annually, pursuant to law or to the requirements
        of the aforesaid supervising or examining authority, then for the purposes
        of
        this section 8.6, the combined capital and surplus of such corporation or
        national banking association will be deemed to be its combined capital and
        surplus as set forth in its most recent report of condition so published.
        If the
        Trustee ceases to be eligible in accordance with the provisions of this section
        8.6, the Trustee will resign immediately in the manner and with the effect
        specified in section 8.7.

      Any
        successor trustee will have a credit rating or be otherwise acceptable to
        the
        rating agencies so that no rating agency will reduce its then current rating
        of
        any class of certificates.

       

      8.7 
        Resignation or removal of Trustee

      The
        Trustee may resign and be discharged from the trusts hereby created by giving
        written notice thereof to CitiMortgage. Upon receiving such notice of
        resignation, CitiMortgage will promptly appoint a successor Trustee by written
        instrument, in duplicate, one copy of which instrument will be delivered
        to the
        resigning Trustee and one copy to the successor Trustee. If no successor
        Trustee
        will have been so appointed and having accepted appointment within 30 days
        after
        the giving of such notice of resignation, the resigning Trustee may petition
        any
        court of competent jurisdiction for the appointment of a successor
        Trustee.

      If
        the
        Trustee ceases to be eligible in accordance with the provisions of section
        8.6
        and will fail to resign after written request therefor by CitiMortgage, or
        if
        the Trustee is legally unable to act, or is adjudged a bankrupt or insolvent,
        or
        a receiver of the Trustee or of its property is appointed, or any public
        officer
        takes charge or control of the Trustee or of its property or affairs for
        the
        purpose of rehabilitation, conversion or liquidation, then CitiMortgage may
        remove the Trustee. If it removes the Trustee under the authority of the
        immediately preceding sentence, CitiMortgage will promptly appoint a successor
        Trustee by written instrument, in duplicate, one copy of which instrument
        will
        be delivered to the Trustee so removed and one copy to the successor
        Trustee.

      The
        Trustee may also be removed (i) by CitiMortgage, (a) if the Trustee ceases
        to be
        eligible to continue as such under this agreement or if the Trustee
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      insolvent,
        (b) if the Trustee breaches any of its duties under this agreement which
        materially adversely affects the certificate holders, (c) if through the
        performance or nonperformance of certain actions by the Trustee, the rating
        assigned by any rating agency to any class of certificates would be lowered
        or
        (d) if the credit rating of the Trustee is downgraded to a level which would
        result in the rating assigned to any class of certificates being lowered;
        or
        (ii) by the holders of certificates evidencing more than 50% of the voting
        interest of the certificates then outstanding and more than 50% of the
        percentage interests of the residual certificates.

      Any
        resignation or removal of the Trustee and appointment of a successor Trustee
        pursuant to any of the provisions of this section 8.7 will not become effective
        until acceptance of appointment by the successor Trustee as provided in section
        8.8.

       

      8.8
        Successor trustee

      Any
        successor Trustee appointed as provided in section 8.7 will execute, acknowledge
        and deliver to CitiMortgage and to its predecessor Trustee an instrument
        accepting such appointment hereunder, and thereupon the resignation or removal
        of the predecessor Trustee will become effective and such successor Trustee,
        without any further act, deed or conveyance, will become fully vested with
        all
        the rights, powers, duties and obligations of its predecessor hereunder with
        like effect as if originally named as Trustee. The predecessor Trustee will
        deliver to the successor Trustee all mortgage files and related documents
        and
        statements held by it hereunder; and, if any mortgage notes are then held
        by the
        Mortgage Note Custodian pursuant to a Mortgage Note Custodial Agreement,
        the
        predecessor Trustee and the Mortgage Note Custodian will amend such Mortgage
        Note Custodial Agreement to make the successor Trustee the successor to the
        predecessor Trustee thereunder; and CitiMortgage and the predecessor Trustee
        will execute and deliver such instruments and do other such things as may
        reasonably be required for fully and certainly vesting and confirming in
        the
        successor Trustee all such rights, powers, duties and obligations.

      No
        successor Trustee will accept appointment as provided in this section 8.8
        unless
        at the time of such acceptance such successor Trustee will be eligible under
        the
        provisions of section 8.6.

      Upon
        acceptance of appointment by a successor Trustee as provided in this section
        8.8, CitiMortgage will mail notice of the succession of such Trustee hereunder
        to all holders of certificates at their addresses as shown in the Certificate
        Register, to the Rating Agencies and to any Insurer. If CitiMortgage fails
        to
        mail such notice within 10 days after acceptance of appointment by the successor
        Trustee, the successor Trustee will cause such notice to be mailed at the
        expense of CitiMortgage.

       

      8.9
        Merger or consolidation of Trustee

      Any
        corporation or national banking association into which the Trustee may be
        merged
        or converted or with which it may be consolidated, or any corporation or
        national banking association resulting from any merger, conversion or
        consolidation to which the Trustee will be a party, or any corporation or
        national banking association succeeding to all or substantially all of the
        corporate trust business of the Trustee, will be the successor of the Trustee
        hereunder,


      
        
           

        

        
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      provided
        such corporation or national banking association will be eligible under the
        provisions of section 8.6, without the execution or filing of any paper or
        any
        further act on the part of any of the parties hereto, anything herein to
        the
        contrary notwithstanding.

       

      8.10
        Appointment of co-trustee or separate trustee

      Notwithstanding
        any other provisions of this agreement, for the purpose of meeting any legal
        requirements of any jurisdiction in which any part of the Trust Fund or property
        securing any mortgage note may at the time be located, CitiMortgage and the
        Trustee acting jointly will have the power and will execute and deliver all
        instruments to appoint one or more persons approved by the Trustee to act
        as
        co-trustee or co-trustees jointly with the Trustee, or separate trustee or
        separate trustees, of all or any part of the Trust Fund, and to vest in such
        person or persons, in such capacity and for the benefit of the certificate
        holders and any Insurer, such title to the Trust Fund, or any part thereof,
        and,
        subject to the other provisions of this section 8.10, such powers, duties,
        obligations, rights and trusts as CitiMortgage and the Trustee may consider
        necessary and desirable. If CitiMortgage will not have joined in such
        appointment within 15 days after the receipt by it of a request so to do,
        or in
        the case an Event of Default will have occurred and be continuing, the Trustee
        alone will have the power to make such appointment. No co-trustee or separate
        trustee hereunder will be required to meet the terms of eligibility as a
        successor trustee under section 8.6 and no notice to the certificate holders
        of
        the appointment of any co-trustee or separate trustee will be required under
        section 8.8.

      Every
        separate trustee and co-trustee will, to the extent permitted by law and
        by the
        instrument appointing such separate trustee or co-trustee, be appointed and
        act
        subject to the following provisions and conditions:

      (a)        All
        rights, powers, duties and obligations conferred or imposed upon the Trustee
        will be conferred or imposed upon and exercised or performed by the Trustee
        and
        such separate trustee or co-trustee jointly (it being understood that such
        separate trustee or co-trustee is not authorized to act separately without
        the
        Trustee joining such act), except to the extent that under any law of any
        jurisdiction in which any particular act or acts are to be performed (whether
        as
        Trustee hereunder or as successor to CitiMortgage hereunder), the Trustee
        will
        be incompetent or unqualified to perform such act or acts, in which event
        such
        rights, powers, duties and obligations (including the holding of title to
        the
        Trust Fund or any portion thereof in any such jurisdiction) will be exercised
        and performed singly by such separate trustee or co-trustee, but solely at
        the
        direction of the Trustee;

      (b)        No
        trustee hereunder will be held personally liable by reason of any act or
        omission of any other trustee hereunder; and

      (c)        CitiMortgage
        and the Trustee acting jointly may accept the resignation of or remove any
        separate trustee or co-trustee.

      Any
        notice, request or other writing given to the Trustee will be deemed to have
        been given to each of the then separate trustees and co-trustees, as effectively
        as if given to each of them. Every instrument appointing any separate trustee
        or
        co-trustee will refer to this agreement and the conditions of this section
        8.
        Each separate trustee and co-


      
        
           

        

        
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      trustee,
        upon its acceptance of the trusts conferred, will be vested with the estates
        or
        property specified in its instrument of appointment, either jointly with
        the
        Trustee or separately, as may be provided therein, subject to all of the
        provisions of this agreement relating to the conduct of, affecting the liability
        of, or affording protection to, the Trustee. Every such instrument will be
        filed
        with the Trustee and a copy thereof given to CitiMortgage.

      Any
        separate trustee or co-trustee may constitute the Trustee, its agent or
        attorney-in-fact, with full power and authority, to the extent not prohibited
        by
        law, to do any lawful act under or in respect of this agreement on its behalf
        and in its name. If any separate trustee or co-trustee will die, become
        incapable of acting, resign or be removed, all of its estates, properties,
        rights, remedies and trusts will vest in and be exercised by the Trustee
        to the
        extent permitted by law, without the appointment of a new or successor
        trustee.

       

      8.11
        Tax returns

      The
        Trustee, upon request, will furnish CitiMortgage with all such information
        as
        may be reasonably required in connection with the preparation of all federal,
        state and local income tax or information returns of each constituent REMIC.
        The
        Trustee will sign the federal and, if applicable, state and local income
        tax
        returns of each constituent REMIC.

       

      8.12
        Appointment of authenticating agent

      As
        long
        as any of the certificates remain outstanding the Trustee may appoint an
        Authenticating Agent or Agents (which may include CitiMortgage or any of
        its
        affiliates) which will be authorized to act on behalf of the Trustee to
        authenticate certificates, and certificates so authenticated will be entitled
        to
        the benefit of this agreement and will be valid and obligatory for all purposes
        as if authenticated by the Trustee hereunder. Wherever reference made in
        this
        agreement to the authentication and delivery of certificates by the Trustee
        or
        the Trustee’s certification of authentication, such reference will be deemed to
        include authentication and delivery on behalf of the Trustee by an
        Authenticating Agent and a certification of authentication executed on behalf
        of
        the Trustee by an Authenticating Agent. Each Authenticating Agent will be
        acceptable to CitiMortgage and will at all times be a corporation or national
        banking association organized and doing business under the laws of the United
        States of America, any state thereof or the District of Columbia, authorized
        under such laws to act as Authenticating Agent, having a combined capital
        and
        surplus of not less than $15 million, authorized under such laws to conduct
        a
        trust business and subject to supervision or examination by federal or state
        authority. If such Authenticating Agent publishes reports of condition at
        least
        annually, pursuant to law or to the requirements of said supervising or
        examining authority, then for the purposes of this section 8.12, the combined
        capital and surplus of such Authenticating Agent will be deemed to be its
        combined capital and surplus as set forth in its most recent report of condition
        so published. If an Authenticating Agent ceases to be eligible in accordance
        with the provisions of this section 8.12, such Authenticating Agent will
        resign
        immediately in the manner and with the effect specified in this section
        8.12.

      Any
        corporation or national banking association into which an authenticating
        Agent
        may be merged in or converted or


      
        
           

        

        
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      with
        which it may be consolidated, or any corporation or national banking association
        resulting from any merger, conversion or consolidation to which such
        Authenticating Agent will be a party, or any corporation or national banking
        association succeeding to the corporate agency or corporate trust business
        of an
        Authenticating Agent, will continue to be an Authenticating Agent, provided
        such
        corporation or national banking association will be otherwise eligible under
        this section 8.12, without the execution or filing of any paper or any further
        act on the part of the Trustee or the Authenticating Agent.

      An
        Authenticating Agent may resign by giving written notice thereof to the Trustee
        and to CitiMortgage. The Trustee may terminate the agency of an Authenticating
        Agent by giving written notice thereof to such Authenticating Agent and to
        CitiMortgage. Upon receiving such a notice of resignation or upon such a
        termination, or if the Authenticating Agent ceases to be eligible in accordance
        with the provisions of this section 8.12, the Trustee may appoint a successor
        acceptable to CitiMortgage and will mail written notice of such appointment
        by
        first-class mail, postage prepaid to all certificate holders as their names
        and
        addresses appear in the Certificate Register, and to any Insurer. Any successor
        Authenticating Agent upon acceptance of its appointment hereunder will become
        vested with all the rights, powers and duties of its predecessor hereunder,
        with
        like effect as if originally named as an Authenticating Agent herein. No
        successor Authenticating Agent will be appointed unless eligible under the
        provisions of this section 8.12.

      Any
        reasonable compensation paid to an Authenticating Agent for its services
        under
        this section 8.12 will be a reimbursable expense pursuant to section 8.5
        if paid
        by the Trustee.

      If
        an
        appointment is made pursuant to this section 8.12, the certificates may have
        endorsed thereon, in addition to the Trustee’s certification of authentication,
        an alternate certification of authentication in the following form:

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

      _______________

            As
        Trustee

      


      By_______________________

              Authenticating
        Agent

      


      By_______________________

              Authenticating
        Signature”

       

      9
        Termination

       

      9.1
        Termination upon repurchase by CMSI or liquidation of all mortgage
        loans

      The
        obligations and responsibilities of CMSI, CitiMortgage and the Trustee under,
        and the Trust Fund created by, this agreement will terminate upon

      (a) the
        repurchase by CMSI of all of the mortgage loans and all property acquired
        in
        respect of any mortgage loan remaining in the Trust Fund, or

      (b)
        the
        later of (i) the maturity or other liquidation (or any advance with respect
        thereto) of the last mortgage loan remaining in the Trust Fund and the
        disposition of all property acquired upon foreclosure or by deed in lieu
        of
        foreclosure of any mortgage loan and (ii) the payment to the certificate
        holders
        and to the Insurer, as subrogee of any insured class certificates, of all
        amounts required to be paid to them pursuant to this agreement;

      provided,
        however, that in no event will the trust created hereby
        continue


      
        
           

        

        
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      beyond
        the expiration of 21 years from the death of the last survivor of the lawful
        descendants of Joseph P. Kennedy, the late Ambassador of the United States
        of
        America to the Court of St. James’s, living on the date of this
        agreement.

      CMSI’s
        right to repurchase all of the mortgage loans on any distribution day pursuant
        to clause (a) above will be conditioned upon

      ·      the
        aggregate scheduled principal balances of such mortgage loans, at the time
        of
        any such repurchase and after giving effect to distributions to be made on
        such
        distribution day, aggregating an amount less than 10% of the aggregate scheduled
        principal balance of the mortgage loans as of the closing date, which amount
        is
        set forth in the Series Terms and

      ·      any
        other condition set forth in the Series Terms.

      The
        repurchase of the mortgage loans and other property under clause (a) above
        will
        be at a price equal to the sum of

      ·      100%
        of the unpaid principal balance of each mortgage loan on the first day of
        the
        month of repurchase (after giving effect to payments of principal due on
        such
        first day) plus accrued interest at the pass-through rate for each mortgage
        loan
        to but not including the first day of the month in the month in which the
        related distribution is made to certificate holders, after the deduction
        of (x)
        unreimbursed voluntary advances, affiliated Paying Agent advances, third-party
        Paying Agent advances, and advance account advances (other than such payments
        and advances in respect of interest in excess of the pass-through rate on
        the
        mortgage loans) made prior to the month of repurchase, whereupon such voluntary
        advances, affiliated Paying Agent advances, third-party Paying Agent advances
        and advance account advances will be reimbursed to the Paying Agent or deemed
        reimbursed to CitiMortgage, as the case may be, by such deductions, and (y)
        the
        aggregate amount of any non-supported prepayment interest shortfalls for
        the
        distribution day in the month of such repurchase, and

      ·      the
        appraised value of any acquired property in the Trust Fund (less the good
        faith
        estimate of CitiMortgage of liquidation expenses to be incurred in connection
        with its disposal thereof), such appraisal to be conducted by an appraiser
        mutually agreed upon by CitiMortgage and the Trustee.

      Notwithstanding
        anything to the contrary in this section 9.1, if the purchase price of the
        mortgage loans under clause (a) above would be less than the aggregate fair
        market value of the mortgage loans on the first day of the month of repurchase
        (after giving effect to payments of principal due on such first day), then
        CMSI
        may so repurchase the mortgage loans only if the repurchase would be permitted
        under then-applicable risk-based capital rules applicable to securitizations
        treated as sales.

      Any
        method of termination or repurchase of the Trust Fund other than as provided
        in
        clauses (a) or (b) above must be based on the receipt by the Trustee of an
        opinion of counsel (who may not be an employee of CMSI or of an affiliate
        of
        CMSI) or other evidence that such termination and repurchase will be part
        of a
“qualified liquidation” within the meaning of Internal Revenue Code Section
        860F(a)(4)(A), will not adversely affect the status of the Trust Fund as
        separate constituent REMICs under the Internal Revenue Code and will not
        otherwise subject the Trust Fund to any tax. CMSI may transfer its right
        to


      
        
           

        

        
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      repurchase
        all of the mortgage loans pursuant to clause (a) above to any third party
        of
        choice.

      Such
        termination will occur only in connection with a “qualified liquidation” of each
        constituent REMIC within the meaning of Internal Revenue Code Section
        860F(a)(4)(A), pursuant to which the Trustee will sell or otherwise dispose
        of
        all of the remaining assets of the Trust Fund and make all required
        distributions to certificate holders within 90 days of the adoption of a
        plan of
        complete liquidation. For this purpose, the notice of termination described
        in
        the next paragraph will be the adoption of a plan of complete liquidation
        described in Internal Revenue Code Section 860F­(a)(4)­(A)(i), which
        will be deemed to occur on the date the first such notice is mailed. Such
        date
        will be specified in the final federal income tax return of each constituent
        REMIC constituted by the Trust Fund.

      Notice
        of
        a termination, specifying the distribution day upon which the certificate
        holders may surrender their certificates to the Paying Agent for payment
        of the
        final distribution and cancellation, will be given promptly by the Trustee
        by
        letter to the certificate holders mailed not earlier than 30 days nor more
        than
        60 days prior to such distribution day specifying

      
        	
                ·

              	
                the
                  distribution day upon which final payment of the certificates will
                  be made
                  upon presentation and surrender of the certificates at the office
                  of the
                  Paying Agent designated in the
                  notice,

              


      

      
        	
                ·

              	
                the
                  amount of the final distribution,
                  and

              


      

      
        	
                ·

              	
                that
                  the record date otherwise applicable to such distribution day will
                  not
                  apply, and that distributions will be made only upon presentation
                  and
                  surrender of the certificates at the designated office of the Paying
                  Agent.

              


      

      CMSI
        will
        give such notice to the Trustee and, if applicable, the Certificate Registrar,
        the Mortgage Note Custodian, and the Paying Agent at the time the notice
        is
        given to the certificate holders.

      If
        such
        notice is given, CMSI will deposit in the certificate account or the account
        designated by the Paying Agent, on the business day preceding the distribution
        day for the final distribution, an amount equal to the final distribution
        on the
        certificates. Upon certification to the Trustee by an Authorized Officer
        of CMSI
        following such final deposit, and delivery by CMSI of an opinion of counsel
        to
        the effect that all conditions set forth in this section 9.1 have been met,
        the
        Trustee will promptly direct the Mortgage Note Custodian and CitiMortgage
        to
        release the related mortgage file to CMSI.

      If
        all of
        the certificate holders do not surrender their certificates for cancellation
        within six months after the date specified in the notice, the Trustee will
        give
        a second written notice to the remaining certificate holders to surrender
        their
        certificates for cancellation and receive the final distribution. If all
        the
        certificates have not been surrendered for cancellation within one year after
        the second notice, the Trustee may take appropriate steps to contact the
        remaining certificate holders concerning surrender of their certificates,
        and
        the cost thereof will be paid out of the funds and other assets which remain
        subject hereto. Interest will not accrue for the period of any delay in the
        payment of a certificate resulting from the failure of a holder to surrender
        the
        certificate in accordance with the notice.

       

      
        
           

        

        
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      10
General
        provisions

       

      10.1
        Amendments

      This
        Agreement may be amended by the parties, without the consent of any of the
        certificate holders,

      ·      to
        cure an ambiguity or inconsistency, or to correct a mistake,

      ·      to
        add provisions not inconsistent with this agreement,

      ·      to
        comply with any requirements imposed by the Internal Revenue Code,

      ·      to
        establish a “qualified reserve fund” within the meaning of Internal Revenue Code
        Section 860G(a)(7)(B), or

      ·      to
        maintain the status of the Trust Fund as separate constituent
        REMICs.

      This
        Agreement may also be amended by the parties, without certificate holder
        consent, if CMSI or CitiMortgage delivers an opinion of counsel acceptable
        to
        the Trustee and the Insurer to the effect that the amendment will not materially
        adversely affect the interests of the certificate holders or the
        Insurer.

      The
        Trustee will execute and deliver any amendment to this agreement provided
        by
        CMSI or CitiMortgage that conforms to the preceding two paragraphs, but the
        Trustee need not enter into any such amendment that affects the Trustee’s own
        rights, duties or immunities under this agreement or otherwise.

      This
        Agreement may also be amended by the parties to add, change or eliminate
        provisions of this agreement, or to modify the rights of certificate holders;
        with the consent of

      1      the
        holders of 2/3 of the certificates,

      2      if
        a class of certificates is affected materially and adversely by the amendment
        in
        a way that is different from the other affected classes, 2/3 of the certificates
        of the differently affected class, and

      3      the
        Insurer if the Insurer is materially and adversely affected by the
        amendment.

      Approval
        will be by percentage interest for residual certificates and by principal
        balance for all other certificates.

      In
        connection with any such amendment, CMSI or CitiMortgage will deliver an
        opinion
        of counsel acceptable to the Trustee (x) identifying any class of certificates
        that may be affected materially and adversely by the amendment in a way that
        is
        different from the other affected classes (or stating that there is no such
        differently affected class) and (y) identifying any class whose certificate
        holders would not be materially adversely affected by such
        amendment.

      Notwithstanding
        the foregoing, no amendment will, without the consent of the holders of all
        the
        outstanding certificates

      ·      reduce
        or delay collections or payments received on mortgage loans or distributions
        to
        be made on any certificate, or

      ·      
        reduce the proportion required to consent to any such amendment.

      Certificate
        holders may consent to an amendment by approving the substance of the amendment
        rather than the particular form of the proposed amendment. The Trustee may
        prescribe reasonable requirements for the manner of obtaining and evidencing
        such consents. Any proposed amendment is subject to the receipt by the Trustee
        of a legal opinion, at the expense of the party proposing the amendment (or
        at
        the expense of the Trust Fund if proposed by the Trustee), that the amendment
        will not cause any constituent REMIC to fail to qualify as a REMIC or subject
        any constituent REMIC to tax.


      
        
           

        

        
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      Promptly
        after the execution of any such amendment or such consent, the Trustee will
        notify each certificate holder of the substance of the amendment or provide
        the
        holder with a copy of the amendment.

       

      10.2
        Recordation of Agreement

      Any
        manually signed copy of this agreement may be recorded in any appropriate
        public
        office for real property records in a county or other jurisdiction where
        mortgaged properties are located, or any other appropriate public recording
        office. CitiMortgage will effect such recordation at its expense upon the
        Trustee’s request, acting at the direction of the holders of a majority by
        percentage interest of the residual certificates. The request must be
        accompanied by a legal opinion to the effect that the recording will materially
        and beneficially affect the interests of the certificate holders.

       

      10.3
        Limitation on rights of certificate holders

      A
        certificate holder’s death or incapacity will not terminate this agreement or
        the Trust Fund, nor entitle the certificate holder’s legal representatives or
        heirs to claim an accounting or to take an action or commence a proceeding
        in
        any court for a partition or winding up of the Trust Fund, nor otherwise
        affect
        the rights, obligations and liabilities of any party to this
        agreement.

      No
        certificate holder may vote (except as provided in section 10.1) or otherwise
        control the operation and management of the Trust Fund or the obligations
        of the
        parties, nor will anything in this agreement or the certificates be construed
        to
        constitute the certificate holders as partners (except to the extent provided
        in
        Internal Revenue Code Section 860F(e) for holders of residual certificates)
        or
        members of an association; nor will a certificate holder be liable to any
        third
        person for any action taken by the parties to this agreement pursuant to
        its
        provisions.

      A
        certificate holder may not institute any suit, action or proceeding with
        respect
        to this agreement, unless

      ·      the
        holder has notified the Trustee of the continuance of an Event of
        Default,

      ·      the
        holders of the Required Amount of certificates have requested the Trustee
        to
        institute such action, suit or proceeding in its own name as Trustee, and
        have
        offered the Trustee such reasonable indemnity as it requires against the
        costs,
        expenses and liabilities to be incurred, and

      ·      the
        Trustee, for 60 days after its receipt of the notice, request and offer of
        indemnity, fails to institute any the action, suit or proceeding.

      Each
        certificate holder understands, and agrees with every other certificate holder
        and the Trustee, that no certificate holders may under this agreement affect,
        disturb or prejudice the rights of any other certificate holders, or obtain
        priority over or preference to any such other holders, or enforce any right
        under this agreement, except as provided in this agreement, and for the equal,
        ratable and common benefit of all certificate holders. For the protection
        and
        enforcement of the provisions of this section 10.3, each certificate holder
        and
        the Trustee may seek such relief as can be given either at law or in
        equity.

       

      10.4
        Governing law

      This
        Agreement and the certificates will be governed by the laws of the State
        of New
        York, except that the immunities and standards of care of the Trustee will
        be
        governed by the law of the jurisdiction in which its corporate trust office
        is
        located.


      
        
           

        

        
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      10.5
        Maintenance of REMICS

      The
        execution and delivery of this agreement will constitute an acknowledgment
        by
        each of CMSI and CitiMortgage on behalf of the certificate holders that it
        intends hereby to establish and maintain (for federal income tax purposes)
        one
        or more “real estate mortgage investment conduits” within the meaning of
        Internal Revenue Code Section 860D, and CMSI and CitiMortgage are hereby
        granted
        all necessary powers to further such intent.

       

      10.6
        Notices

      Except
        as
        otherwise stated in this agreement, all communications relating to this
        agreement including all demands and notices will be in writing and will be
        deemed to have been duly given if personally delivered at or mailed by first
        class mail, to a party at the address for notices set forth in the Series
        Terms
        or at such other address as the party designates in a written notice to each
        other party. Any notice required or permitted to be mailed to a certificate
        holder will be given by first class mail, postage prepaid, at the holder’s
        address shown in the Certificate Register. Any notice so mailed within the
        time
        prescribed in this agreement will be conclusively presumed to have been duly
        given, whether or not the certificate holder receives the notice. Notices
        to the
        Trustee will be effective only upon receipt.

       

      10.7
        Severability of provisions

      If
        a
        provision of this agreement is held invalid, then such provisions will be
        deemed
        severable from the remaining provisions of this agreement and will in no
        way
        affect the validity or enforceability of the other provisions, or of the
        certificates or the rights of their holders.

       

      10.8
        Assignment

      Notwithstanding
        anything to the contrary in this agreement, except as provided in sections
        4.2,
        4.3 and 4.5, CMSI or CitiMortgage may not assign this agreement without the
        prior consent of the Trustee and the holders of 2/3 of the outstanding
        certificates and 2/3 of the percentage interests of the outstanding residual
        certificates.

       

      10.9
        Certificates nonassessable and fully paid

      It
        is the
        intention of the Trustee that the certificate holders will not be personally
        liable for obligations of the Trust Fund, that the interests represented
        by the
        certificates will be nonassessable for any losses or expenses of the Trust
        Fund
        or for any reason whatsoever, and that the certificates upon authentication
        thereof by the Trustee pursuant to section 2.5 are and will be deemed fully
        paid.

      




      
        
           

        

        
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      SIGNATURES
        AND ACKNOWLEDGMENTS

      Citicorp
        Mortgage Securities, Inc.

      


      


      


      By:           /s/
        David L.
        Hicks                                                      

      David
        L.
        Hicks

      Assistant
        Vice President

      


      


      


      


      
        	
                State
                  of Missouri

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of St. Charles

              	
                )

              


      

      


      On
        the
        26th day of October 2007 before me, a notary public in and for the State
        of
        Missouri, personally appeared David L. Hicks, known to me who, being by me
        duly
        sworn, did depose and say that he is Assistant Vice President of Citicorp
        Mortgage Securities, Inc., one of the parties that executed the foregoing
        instrument; and that he signed his name thereto by authority of the Board
        of
        Directors of said corporation.

      


      


      


      


      /s/
        Michele E.
        Hines                                                      

      Notary
        Public

      


      


      [Notarial
        Seal]


      
        
           

        

        
          102

          
            

          

        

        
           

        

      


      CitiMortgage,
        Inc.

      


      


      


      By:           /s/
        Franklin W. Myers

      Franklin
        W. Myers

      Vice
        President

      


      


      


      


      
        	
                State
                  of Missouri

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of St. Charles

              	
                )

              


      

      


      On
        the
        26th day of October 2007 before me, a notary public in and for the State
        of
        Missouri, personally appeared Franklin W. Myers, known to me who, being by
        me
        duly sworn, did depose and say that he is Vice President of CitiMortgage,
        Inc.,
        one of the parties that executed the foregoing instrument; and that he signed
        his name thereto by authority of the Board of Directors of said
        corporation.

      


      


      


      


      /s/
        Michele E.
        Hines                                                      

      Notary
        Public

      


      


      [Notarial
        Seal]


      
        
           

        

        
          103

          
            

          

        

        
           

        

      


      U.S.
        Bank National Association,

      in
        its
        individual capacity and as Trustee

      


      


      


      By:           /s/
        Maryellen Hunter

      Maryellen
        Hunter

      Assistant
        Vice President

      


      


      


      
        	
                Commonwealth
                  of Massachusetts

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of Suffolk

              	
                )

              


      

      


      On
        the
        26th day of October 2007 before me, a notary public in and for the Commonwealth
        of Massachusetts, personally appeared Maryellen Hunter known to me who, being
        by
        me duly sworn, did depose and say that he/she is Assistant Vice President
        of
        U.S. Bank National Association, a national banking association, one of the
        parties that executed the foregoing instrument; and that he/she signed his/her
        name thereto by authority of the Board of Directors of said bank.

      


      


      


      


      /s/
        Yan Luo

      Notary
        Public

      


      


      [Notarial
        Seal]


      
        
           

        

        
          104

          
            

          

        

        
           

        

      


      Citibank,
        N.A.,

      in
        its
        individual capacity and as Paying Agent, Certificate Registrar and
        Authenticating Agent

      


      


      


      By:           /s/
        Nancy
        Forte                                           

      Nancy
        Forte

      Assistant
        Vice President

      


      


      
        	
                State
                  of New York

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of New York

              	
                )

              


      

      


      On
        the
        29th day of October 2007 before me, a notary public in and for the State
        of New
        York, personally appeared Nancy Forte known to me who, being by me duly sworn,
        did depose and say that he/she is Assistant Vice President of Citibank, N.A.,
        a
        national banking association, one of the parties that executed the foregoing
        instrument; and that he/she signed his/her name thereto by authority of the
        Board of Directors of said bank.

      


      


      


      


      /s/
        Zenaida
        Santiago                                                      

      Notary
        Public

      


      


      [Notarial
        Seal]

      


      


      




      
        
           

        

        
          105