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

         

        Citicorp
Mortgage Securities Trust, Series 2008-1

         

        REMIC
Pass-Through Certificates

         

        


      

       

      February
1, 2008

       


      
        
           


        

        
           

          
            

          

        

        
           


        

      


       

      
        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
12

        12.9 Book-entry and definitive certificates
12

        12.10 Voting interests 12

        12.11 Cash deposit 12

        13           Principal balances
12

        13.1 Class balances 12

        13.2 Certificate balances
12

        14           Allocations 13

        14.1 Interest allocations
13

        14.2 Principal allocations
13

        14.3 Unscheduled principal
14

        14.4 Maintenance of subordination
15

        15           Allocations among the senior classes
16

        15.1 Order of allocation among senior
target-rate classes 16

        15.2 NAS classes 16

        15.3 PAC classes 16

        15.4 TAC classes 16

        16           Distributions 16

        16.1 Types of distributions
16

        16.2 Accrual and accrual directed classes
16

        16.3 Distribution priorities
16

        16.4 Distributions to certificate holders
17

        16.5 Final distribution on the residual
certificates 17

        16.6 Wire transfer eligibility
17

        17           Adjustments to class balances
18

        18           Loss recoveries 19

        19           Additional structuring features
20

        20           LIBOR classes 20

        21           Composite and component classes
20

        22           Multiple-pool series
21

        22.1 Adjustment of subordinated component
class principal balances 21

        22.2 Maintenance of subordination
22

        22.3 Distribution shortfalls
23

        22.4 Undersubordination
23

        22.5 Undercollateralization
24

        22.6 Non-subordinated interest shortfalls
25

        23           Super senior and super senior support
classes 25

        24           Retail classes 26

        25           Insured classes 26

        26           Advance account 26

        27           REMIC provisions 26

        27.1 Constituent REMICs 26

        27.2 The class P and class L regular
interests 26

        27.3 Principal distributions and loss
allocations to class L and class P regular interests 27

        27.4 Interest distributions to class L and
class P regular interests 27

        27.5 REMIC accounts and distributions
28

        27.6 Tax matters person
29

        28           Yield maintenance agreement
30

        29           Notice
addresses 30


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        30           Initial Depositories
30

        Standard
Terms 31

        1 Definitions and usages
31

        1.1 Defined terms 31

        1.2 Usages 47

        1.3 Calculations respecting mortgage loans
48

        2 Transfer of mortgage loans and issuance
of certificates; repurchase and substitution 48

        2.1 Transfer of mortgage loans
48

        2.2 CMSI’s representations and warranties
53

        2.3 Repurchase or substitution of mortgage
loans 55

        3 Servicing 57

        3.1 CitiMortgage as servicer and master
servicer 57

        3.2 Collections 59

        3.3 Certificate and other accounts
59

        3.4 Prepayment interest shortfalls
62

        3.5 Advances 62

        3.6 Distributions 64

        3.7 Third-party servicing
67

        3.8 Permitted withdrawals from certificate
account 68

        3.9 Expenses 70

        3.10 Primary mortgage insurance
70

        3.11 Hazard insurance 70

        3.12 Realization on defaulted mortgage loans
71

        3.13 Release of mortgage files
74

        3.14 Reports to certificate holders and
others 74

        3.15 Tax returns and reports
76

        3.16 Application of buydown funds
77

        3.17 Assumption and modification agreements
78

        3.18 Refinancings and curtailments
78

        3.19 Loan modifications
79

        3.20 Investment accounts
80

        3.21 Paying Agent and Certificate Registrar
83

        3.22 Exchange Act reporting
84

        4 CitiMortgage 85

        4.1 Liability of CitiMortgage and others
85

        4.2 Assumption of CitiMortgage’s
obligations by affiliate 86

        4.3 Maintenance of office or agency
86

        4.4 Servicer not to resign
86

        4.5 Delegation of duties
86

        4.6 Errors and omissions insurance 87

        5 The certificates 87

        5.1 The certificates 87

        5.2 Registration of transfer and exchange
of certificates 88

        5.3 Mutilated, destroyed, lost or stolen
certificates 92

        5.4 Persons deemed owners
93

        5.5 Access to list of certificate holders’
names and addresses 93

        5.6 Definitive certificates
93

        5.7 Notices to Clearing Agency
94

        6 Accounts 94

        7 Default 94

        7.1 Events of Default
94

        7.2 Trustee to act; appointment of
successor 95

        8 The Trustee 96

        8.1 Duties 96

        8.2 Liability 97

        8.3 Trustee not liable for certificates or
mortgage loans 98

        8.4 Trustee may own certificates
98

        8.5 Trustee’s fees and expenses
98

        8.6
Eligibility requirements for Trustee 99


        
          
             


          

          
            3

            
              

            

          

          
             


          

        


        8.7 Resignation or removal of Trustee
100

        8.8 Successor trustee
100

        8.9 Merger or consolidation of Trustee
101

        8.10 Appointment of co-trustee or separate
trustee 101

        8.11 Tax returns 102

        8.12 Appointment of authenticating agent
102

        9 Termination 104

        9.1 Termination upon repurchase by
CMSI or liquidation of all mortgage loans
104

        10 General provisions
106

        10.1 Amendments 106

        10.2 Recordation of Agreement
107

        10.3 Limitation on rights of certificate
holders 107

        10.4 Governing law 108

        10.5 Maintenance of REMICs 108

        10.6 Notices 108

        10.7 Severability of provisions
108

        10.8 Assignment 109

        10.9 Certificates nonassessable and fully
paid 109

         

        Signatures
and acknowledgments 110

        
 

      

      
        	
                 
      

              	
                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, 16

              


      

      
        	
                 
      

              	
                accrual
      directed class, 16

              


      

      
        	
                 
      

              	
                accrual
      termination day, 31

              


      

      
        	
                 
      

              	
                advance
      account, 26

              


      

      
        	
                 
      

              	
                advance
      account advances, 26

              


      

      
        	
                 
      

              	
                advance
      account available advance amount,
26

              


      

      
        	
                 
      

              	
                advance
      account depository, 26

              


      

      
        	
                 
      

              	
                advance
      account depository agreement, 26

              


      

      
        	
                 
      

              	
                advance
      account funding date, 26

              


      

      
        	
                 
      

              	
                advance
      account trigger date, 26

              


      

      
        	
                 
      

              	
                affiliate,
      31

              


      

      
        	
                 
      

              	
                affiliated
      mortgage loans, 57

              


      

      
        	
                 
      

              	
                affiliated
      Paying Agent advances, 63

              


      

      
        	
                 
      

              	
                affiliated
      servicing fee rate, 31

              


      

      
        	
                 
      

              	
                Agent,
      89

              


      

      
        	
                 
      

              	
                aggregate
      outstanding advances, 31

              


      

      
        	
                 
      

              	
                allocated
      loss, 19

              


      

      
        	
                 
      

              	
                applicable
      constituent REMIC, 26

              


      

      
        	
                 
      

              	
                appraisal,
      31

              


      

      
        	
                 
      

              	
                Authenticating
      Agent, 9, 102

              


      

      
        	
                 
      

              	
                Authorized
      Officer, 31

              


      

      
        	
                 
      

              	
                Bankruptcy
      Code, 31

              


      

      
        	
                 
      

              	
                bankruptcy
      coverage termination date, 31

              


      

      
        	
                 
      

              	
                bankruptcy
      loss, 31

              


      

      
        	
                 
      

              	
                bankruptcy
      loss limit, 31

              


      

      
        	
                 
      

              	
                beneficial
      owner, 32

              


      

      
        	
                 
      

              	
                book-entry
      certificates, 12

              


      

      
        	
                 
      

              	
                business
      day, 32

              


      

      
        	
                 
      

              	
                buydown
      account, 32

              


      

      
        	
                 
      

              	
                buydown
      funds, 32

              


      

      
        	
                 
      

              	
                buydown
      mortgage loan, 32

              


      

      
        	
                 
      

              	
                buydown
      subsidy agreement, 32

              


      

      
        	
                 
      

              	
                capitalized
      reimbursement amount, 79

              


      

      
        	
                 
      

              	
                certificate
      account, 59

              


      

      
        	
                 
      

              	
                certificate
      holder, 32

              


      

      
        	
                 
      

              	
                certificate
      insurance policy, 26

              


      

      
        	
                 
      

              	
                certificate
      rate, 10

              


      

      
        	
                 
      

              	
                Certificate
      Register, 88

              


      

      
        	
                 
      

              	
                Certificate
      Registrar, 9

              


      

      
        	
                 
      

              	
                certificates,
      9

              


      

      
        	
                 
      

              	
                Citibank
      banking affiliate, 32

              


      

      
        	
                 
      

              	
                CitiMortgage,
      9

              


      

      
        	
                 
      

              	
                class,
      32

              


      

      
        	
                 
      

              	
                class
      A-PO, 9

              


      

      
        	
                 
      

              	
                class
      A-PO certificates, 9

              


      

      
        	
                 
      

              	
                class
      B holder, 57

              


      

      
        	
                 
      

              	
                class
      B-x, 9

              


      

      
        	
                 
      

              	
                class
      B-x certificates,
      9

              


      

      
        	
                 
      

              	
                class
      IA-IO, 9

              


      

      
        	
                 
      

              	
                class
      IA-IO certificates, 9

              


      

      
        	
                 
      

              	
                class
      IA-x, 9

              


      

      
        	
                 
      

              	
                class
      IA-x
      certificates, 9

              


      

      
        	
                 
      

              	
                class
      IIA-1, 9

              


      

      
        	
                 
      

              	
                class
      IIA-1
      certificates, 9

              


      

      
        	
                 
      

              	
                class
      IIA-IO, 9

              


      

      
        	
                 
      

              	
                class
      IIA-IO certificates, 9

              


      

      
        	
                 
      

              	
                class
      L regular interest, 27

              


      

      
        	
                 
      

              	
                class
      LR certificates, 9

              


      

      
        	
                 
      

              	
                class
      P regular interests, 26

              


      

      
        	
                 
      

              	
                class
      percentage, 33

              


      

      
        	
                 
      

              	
                class
      PR certificates, 9

              


      

      
        	
                 
      

              	
                class
      R certificates, 9

              


      

      
        	
                 
      

              	
                classes
      A-x through
      A-y,
      33

              


      

      
        	
                 
      

              	
                classes
      B-x through
      B-y,
      33

              


      

      
        	
                 
      

              	
                Clearing
      Agency, 33

              


      

      
        	
                 
      

              	
                Clearing
      Agency Participant, 33

              


      

      
        	
                 
      

              	
                closing
      date, 10

              


      

      
        	
                 
      

              	
                CMSI,
      9

              


      

      
        	
                 
      

              	
                collected
      servicing fee, 33

              


      

      
        	
                 
      

              	
                component
      classes, 20

              


      

      
        	
                 
      

              	
                composite
      class, 20

              


      

      
        	
                 
      

              	
                constituent
      REMIC, 26

              


      

      
        	
                 
      

              	
                corporate
      trust office, 30

              


      

      
        	
                 
      

              	
                cumulative
      loss test, 14

              


      

      
        	
                 
      

              	
                current
      interest allocation, 13

              


      

      
        	
                 
      

              	
                custodial
      accounts for P&I, 60

              


      

      
        	
                 
      

              	
                custodial
      investment account, 81

              


      

      
        	
                 
      

              	
                cut-off
      date, 9

              


      

      
        	
                 
      

              	
                debt
      service reduction, 33

              


      

      
        	
                 
      

              	
                deficient
      valuation, 33

              


      

      
        	
                 
      

              	
                definitive
      certificates, 12

              


      

      
        	
                 
      

              	
                delegated
      servicer, 34

              


      

      
        	
                 
      

              	
                delinquency
      test, 15

              


      

      
        	
                 
      

              	
                denominations,
      11

              


      

      
        	
                 
      

              	
                Depository,
      34

              


      

      
        	
                 
      

              	
                determination
      date, 34

              


      

      
        	
                 
      

              	
                discount
      loan, 34

              


      

      
        	
                 
      

              	
                disqualified
      organization, 89

              


      

      
        	
                 
      

              	
                distribution
      account, 65

              


      

      
        	
                 
      

              	
                distribution
      day, 10

              


      

      
        	
                 
      

              	
                distribution
      day data, 66

              


      

      
        	
                 
      

              	
                distribution
      day statement, 67

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                distribution
      report, 74

              


      

      
        	
                 
      

              	
                eligible
      account, 34

              


      

      
        	
                 
      

              	
                Eligible
      Investments, 81

              


      

      
        	
                 
      

              	
                eligible
      substitute mortgage loan, 56

              


      

      
        	
                 
      

              	
                ERISA,
      34

              


      

      
        	
                 
      

              	
                ERISA
      Prohibited holder, 89

              


      

      
        	
                 
      

              	
                ERISA
      Restricted Certificates, 34

              


      

      
        	
                 
      

              	
                escrow
      accounts, 60

              


      

      
        	
                 
      

              	
                Events
      of Default, 94

              


      

      
        	
                 
      

              	
                Exchange
      Act, 34

              


      

      
        	
                 
      

              	
                extraordinary
      event, 34

              


      

      
        	
                 
      

              	
                FDIC,
      34

              


      

      
        	
                 
      

              	
                Fitch,
      34

              


      

      
        	
                 
      

              	
                fraud
      loss, 35

              


      

      
        	
                 
      

              	
                fraud
      loss limit, 34

              


      

      
        	
                 
      

              	
                Furnished
      Document, 96

              


      

      
        	
                 
      

              	
                GIC,
      35

              


      

      
        	
                 
      

              	
                GNMA,
      35

              


      

      
        	
                 
      

              	
                group,
      21, 35

              


      

      
        	
                 
      

              	
                group
      target-rate class percentage, 35

              


      

      
        	
                 
      

              	
                Guide,
      35

              


      

      
        	
                 
      

              	
                high-cost
      mortgage loan, 35

              


      

      
        	
                 
      

              	
                holder,
      35

              


      

      
        	
                 
      

              	
                hypothetical
      mortgage loan, 35

              


      

      
        	
                 
      

              	
                impaired
      subordination level, 15

              


      

      
        	
                 
      

              	
                independent
      accountants, 35

              


      

      
        	
                 
      

              	
                Indirect
      Participant, 35

              


      

      
        	
                 
      

              	
                initial,
      35

              


      

      
        	
                 
      

              	
                initial
      bankruptcy loss limit, 11

              


      

      
        	
                 
      

              	
                initial
      fraud loss amount, 11

              


      

      
        	
                 
      

              	
                initial
      special hazard loss limit, 11

              


      

      
        	
                 
      

              	
                insurance
      premium, 26

              


      

      
        	
                 
      

              	
                insurance
      proceeds, 35

              


      

      
        	
                 
      

              	
                insured
      class, 26

              


      

      
        	
                 
      

              	
                Insurer,
      26

              


      

      
        	
                 
      

              	
                interest
      allocation, 13

              


      

      
        	
                 
      

              	
                interest
      allocation carryforward, 13

              


      

      
        	
                 
      

              	
                interest
      distribution, 16

              


      

      
        	
                 
      

              	
                interest
      portion of a liquidated loan loss,
36

              


      

      
        	
                 
      

              	
                interest
      portion of a realized loss, 43

              


      

      
        	
                 
      

              	
                Internal
      Revenue Code, 35

              


      

      
        	
                 
      

              	
                investment
      account, 35

              


      

      
        	
                 
      

              	
                investment
      income, 35

              


      

      
        	
                 
      

              	
                IO
      class, 36

              


      

      
        	
                 
      

              	
                IO
      loan, 36

              


      

      
        	
                 
      

              	
                IO
      strip, 36

              


      

      
        	
                 
      

              	
                last
      scheduled distribution day, 10

              


      

      
        	
                 
      

              	
                latest
      possible maturity date, 10

              


      

      
        	
                 
      

              	
                LIBOR
      classes, 20

              


      

      
        	
                 
      

              	
                liquidated
      loan, 36

              


      

      
        	
                 
      

              	
                liquidated
      loan loss, 36

              


      

      
        	
                 
      

              	
                liquidation
      expenses, 36

              


      

      
        	
                 
      

              	
                liquidation
      proceeds, 36

              


      

      
        	
                 
      

              	
                loss
      recovery, 37

              


      

      
        	
                 
      

              	
                lower-tier
      REMIC, 26

              


      

      
        	
                 
      

              	
                lower–tier
      REMIC account, 28

              


      

      
        	
                 
      

              	
                master
      servicer, 57

              


      

      
        	
                 
      

              	
                master
      servicing fee, 37

              


      

      
        	
                 
      

              	
                master
      servicing fee rate, 37

              


      

      
        	
                 
      

              	
                material
      breach, 55

              


      

      
        	
                 
      

              	
                MERS,
      50

              


      

      
        	
                 
      

              	
                month,
      37

              


      

      
        	
                 
      

              	
                monthly
      affiliated servicing fee rate, 31

              


      

      
        	
                 
      

              	
                monthly
      master servicing fee rate, 37

              


      

      
        	
                 
      

              	
                monthly
      pass-through rate, 40

              


      

      
        	
                 
      

              	
                monthly
      third-party servicing fee rate, 46

              


      

      
        	
                 
      

              	
                Moody’s,
      37

              


      

      
        	
                 
      

              	
                mortgage,
      37

              


      

      
        	
                 
      

              	
                mortgage
      documents, 37

              


      

      
        	
                 
      

              	
                mortgage
      file, 37

              


      

      
        	
                 
      

              	
                mortgage
      loan, 37

              


      

      
        	
                 
      

              	
                mortgage
      loan schedule, 37

              


      

      
        	
                 
      

              	
                mortgage
      note, 37

              


      

      
        	
                 
      

              	
                Mortgage
      Note Custodial Agreement, 49

              


      

      
        	
                 
      

              	
                Mortgage
      Note Custodian, 49

              


      

      
        	
                 
      

              	
                mortgage
      note rate, 37

              


      

      
        	
                 
      

              	
                mortgaged
      property, 37

              


      

      
        	
                 
      

              	
                mortgagor,
      37

              


      

      
        	
                 
      

              	
                multiple-pool
      series, 37

              


      

      
        	
                 
      

              	
                NAS
      classes, 16

              


      

      
        	
                 
      

              	
                net
      liquidation proceeds, 37

              


      

      
        	
                 
      

              	
                net
      Paying Agent advances, 37

              


      

      
        	
                 
      

              	
                net
      REO proceeds, 37

              


      

      
        	
                 
      

              	
                net
      voluntary advances, 38

              


      

      
        	
                 
      

              	
                non-accelerated
      senior classes, 16

              


      

      
        	
                 
      

              	
                nonrecoverable
      advance, 38

              


      

      
        	
                 
      

              	
                non-subordinated
      losses, 38

              


      

      
        	
                 
      

              	
                non-supported
      prepayment interest shortfall, 38

              


      

      
        	
                 
      

              	
                notional
      balance, 12

              


      

      
        	
                 
      

              	
                officer’s
      certificate, 38

              


      

      
        	
                 
      

              	
                opinion
      of counsel, 38

              


      

      
        	
                 
      

              	
                order
      of seniority, 38

              


      

      
        	
                 
      

              	
                order
      of subordination, 39

              


      

      
        	
                 
      

              	
                original
      value, 39

              


      

      
        	
                 
      

              	
                Originator,
      39

              


      

      
        	
                 
      

              	
                outstanding,
      39

              


      

      
        	
                 
      

              	
                overcollateralized,
      24

              


      

      
        	
                 
      

              	
                PAC
      class, 16

              


      

      
        	
                 
      

              	
                Participant,
      40

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                pass-through
      rate, 40

              


      

      
        	
                 
      

              	
                Paying
      Agent, 9

              


      

      
        	
                 
      

              	
                Paying
      Agent failure, 26

              


      

      
        	
                 
      

              	
                Paying
      Agent failure advance, 26

              


      

      
        	
                 
      

              	
                percentage
      interest, 40

              


      

      
        	
                 
      

              	
                person,
      40

              


      

      
        	
                 
      

              	
                planned
      amortization class, 16

              


      

      
        	
                 
      

              	
                PO
      class, 40

              


      

      
        	
                 
      

              	
                PO
      loan, 41

              


      

      
        	
                 
      

              	
                PO
      strip, 41

              


      

      
        	
                 
      

              	
                pool,
      41

              


      

      
        	
                 
      

              	
                pool
      distribution amount, 41

              


      

      
        	
                 
      

              	
                pool
      I, 21

              


      

      
        	
                 
      

              	
                pool
      II, 21

              


      

      
        	
                 
      

              	
                pooling
      REMIC, 26

              


      

      
        	
                 
      

              	
                pooling
      REMIC account, 28

              


      

      
        	
                 
      

              	
                predatory
      lending law, 41

              


      

      
        	
                 
      

              	
                Predecessor
      Certificates, 41

              


      

      
        	
                 
      

              	
                premium
      loan, 41

              


      

      
        	
                 
      

              	
                prepayment
      interest shortfall, 41

              


      

      
        	
                 
      

              	
                primary
      mortgage insurance certificate, 41

              


      

      
        	
                 
      

              	
                principal
      allocation, 13

              


      

      
        	
                 
      

              	
                principal
      balance, 12

              


      

      
        	
                 
      

              	
                principal
      distribution, 16

              


      

      
        	
                 
      

              	
                principal
      portion of a liquidated loan loss,
36

              


      

      
        	
                 
      

              	
                principal
      portion of a realized loss, 43

              


      

      
        	
                 
      

              	
                principal
      prepayment, 41

              


      

      
        	
                 
      

              	
                private
      certificates, 41

              


      

      
        	
                 
      

              	
                Proceeding,
      41

              


      

      
        	
                 
      

              	
                Purchaser,
      10

              


      

      
        	
                 
      

              	
                Qualified
      GIC, 41

              


      

      
        	
                 
      

              	
                Qualified
      Nominee, 42

              


      

      
        	
                 
      

              	
                rating
      agency, 10

              


      

      
        	
                 
      

              	
                ratio-stripped
      IO class, 43

              


      

      
        	
                 
      

              	
                ratio-stripped
      IO loan, 43

              


      

      
        	
                 
      

              	
                ratio-stripped
      PO class, 43

              


      

      
        	
                 
      

              	
                ratio-stripped
      PO loan, 43

              


      

      
        	
                 
      

              	
                realized
      losses, 43

              


      

      
        	
                 
      

              	
                reasonably
      foreseeable default, 43

              


      

      
        	
                 
      

              	
                record
      date, 43

              


      

      
        	
                 
      

              	
                reduction
      amount, 23

              


      

      
        	
                 
      

              	
                regular
      interests, 26

              


      

      
        	
                 
      

              	
                Regulation
      AB, 84

              


      

      
        	
                 
      

              	
                reimbursement,
      16

              


      

      
        	
                 
      

              	
                relevant
      servicer, 43

              


      

      
        	
                 
      

              	
                Relieved
      interest, 64

              


      

      
        	
                 
      

              	
                REMIC,
      43

              


      

      
        	
                 
      

              	
                REMIC
      Provisions, 44

              


      

      
        	
                 
      

              	
                remittance
      delinquency, 62

              


      

      
        	
                 
      

              	
                remittances
      on affiliated mortgage loans, 59

              


      

      
        	
                 
      

              	
                remittances
      on third-party loans, 61

              


      

      
        	
                 
      

              	
                REO
      loan, 44

              


      

      
        	
                 
      

              	
                REO
      proceeds, 44

              


      

      
        	
                 
      

              	
                REO
      property, 44

              


      

      
        	
                 
      

              	
                Required
      Amount of Certificates, 44

              


      

      
        	
                 
      

              	
                reserve
      fund, 26

              


      

      
        	
                 
      

              	
                residual
      certificates, 9

              


      

      
        	
                 
      

              	
                residual
      distribution, 16

              


      

      
        	
                 
      

              	
                residual
      interest, 26

              


      

      
        	
                 
      

              	
                Responsible
      Officer, 44

              


      

      
        	
                 
      

              	
                retail
      class,
      26

              


      

      
        	
                 
      

              	
                retail
      reserve fund,
      26

              


      

      
        	
                 
      

              	
                S&P,
      44

              


      

      
        	
                 
      

              	
                scheduled
      monthly loan payment, 44

              


      

      
        	
                 
      

              	
                scheduled
      principal balance, 44

              


      

      
        	
                 
      

              	
                scheduled
      principal payments, 44

              


      

      
        	
                 
      

              	
                scheduled
      servicing fee, 44

              


      

      
        	
                 
      

              	
                Securities
      Act, 45

              


      

      
        	
                 
      

              	
                senior
      classes, 9

              


      

      
        	
                 
      

              	
                senior
      to, 45

              


      

      
        	
                 
      

              	
                Series
      Terms, 9

              


      

      
        	
                 
      

              	
                servicing
      account advances, 62

              


      

      
        	
                 
      

              	
                servicing
      accounts, 60

              


      

      
        	
                 
      

              	
                servicing
      advances, 45

              


      

      
        	
                 
      

              	
                Servicing
      Officer, 45

              


      

      
        	
                 
      

              	
                Similar
      Law, 91

              


      

      
        	
                 
      

              	
                single
      certificate, 45

              


      

      
        	
                 
      

              	
                single-pool
      series, 45

              


      

      
        	
                 
      

              	
                special
      hazard loss, 45

              


      

      
        	
                 
      

              	
                special
      hazard loss limit, 45

              


      

      
        	
                 
      

              	
                special
      hazard percentage, 46

              


      

      
        	
                 
      

              	
                special
      servicer, 57

              


      

      
        	
                 
      

              	
                special
      servicing agreement, 57

              


      

      
        	
                 
      

              	
                specially
      serviced mortgage loans, 57

              


      

      
        	
                 
      

              	
                Standard
      Terms, 9

              


      

      
        	
                 
      

              	
                startup
      day, 10

              


      

      
        	
                 
      

              	
                subordinate
      to, 46

              


      

      
        	
                 
      

              	
                subordinated
      classes, 9

              


      

      
        	
                 
      

              	
                subordinated
      losses, 46

              


      

      
        	
                 
      

              	
                subordination
      depletion date, 46

              


      

      
        	
                 
      

              	
                subordination
      level, 15

              


      

      
        	
                 
      

              	
                substitution
      adjustment amount, 56

              


      

      
        	
                 
      

              	
                substitution
      day, 56

              


      

      
        	
                 
      

              	
                super
      senior classes, 25

              


      

      
        	
                 
      

              	
                super
      senior support classes, 25

              


      

      
        	
                 
      

              	
                TAC
      class, 16

              


      

      
        	
                 
      

              	
                target
      rate, 11

              


      

      
        	
                 
      

              	
                targeted
      amortization class, 16

              


      

      
        	
                 
      

              	
                target-rate
      class, 11

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                target-rate
      class percentage, 46

              


      

      
        	
                 
      

              	
                target-rate
      loan, 46

              


      

      
        	
                 
      

              	
                target-rate
      strip, 46

              


      

      
        	
                 
      

              	
                tax
      matters person, 29

              


      

      
        	
                 
      

              	
                third-party
      mortgage loans, 57

              


      

      
        	
                 
      

              	
                third-party
      Paying Agent advance, 64

              


      

      
        	
                 
      

              	
                third-party
      servicer, 57

              


      

      
        	
                 
      

              	
                third-party
      servicer advance, 63

              


      

      
        	
                 
      

              	
                third-party
      servicing agreement, 57

              


      

      
        	
                 
      

              	
                third-party
      servicing fee, 46

              


      

      
        	
                 
      

              	
                third-party
      servicing fee rate, 46

              


      

      
        	
                 
      

              	
                Transfer
      Instrument, 47

              


      

      
        	
                 
      

              	
                Trust,
      9

              


      

      
        	
                 
      

              	
                Trust
      Fund, 47

              


      

      
        	
                 
      

              	
                Trustee,
      9

              


      

      
        	
                 
      

              	
                U.S.
      person, 47

              


      

      
        	
                 
      

              	
                uncommitted
      cash, 47

              


      

      
        	
                 
      

              	
                uncommitted
      cash advances, 63

              


      

      
        	
                 
      

              	
                undercollateralized,
      24

              


      

      
        	
                 
      

              	
                undersubordination,
      24

              


      

      
        	
                 
      

              	
                Underwriter,
      10

              


      

      
        	
                 
      

              	
                unscheduled
      principal payments, 47

              


      

      
        	
                 
      

              	
                upper-tier
      REMIC, 26

              


      

      
        	
                 
      

              	
                upper-tier
      REMIC account, 28

              


      

      
        	
                 
      

              	
                voluntary
      advance, 63

              


      

      
        	
                 
      

              	
                voting
      interest, 12

              


      

      
        	
                 
      

              	
                yield
      protected certificates, 30

              


      



      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      POOLING
AND SERVICING AGREEMENT

      February
1, 2008

      


       

      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 February 1, 2008 (the cut-off date), to be called
the “Citicorp Mortgage Securities Trust, Series 2008-1” (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 “Citicorp Mortgage Securities
Trust, Series 2008-1 REMIC Pass-Through Certificates.” The certificates will
consist of and be further designated as

      (i)        six
senior classes of
certificates individually designated as

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

      ·      “Senior
Class IIA-1 Certificates” (the class IIA-1 certificates or
class
IIA-1);

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

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

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

      (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)                  two
residual interests individually designated as

      ·      “Class
PR Certificates” (the class PR
certificates, and

      ·      “Class
LR Certificates” (the class LR
certificates.

      The class
PR and LR certificates together constitute the residual certificates. (There
are no “Class R Certificates” (the class R
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 Certificate Registrar.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      The
Mortgage Note Custodian is Citibank, N.A.

      The Underwriters for the series
are Citigroup Global Markets Inc. for the senior classes (other than the
ratio-stripped IO classes), and Banc of America Securities LLC for the offered
subordinated classes; the Purchaser is Banc of America
Securities LLC.

      The
certificates will be first executed, authenticated and delivered on February 27,
2008 (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 March 2008, 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 February 25,
2038.

      The
nationally recognized statistical rating agencies for the
senior classes are Fitch and Moody’s; the rating agency for classes B-1 through
B-5 is Fitch.

       

      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

              
	
                IA-1

              	
                $263,390,000.00

              	
                6.25%

              	
                N/A

              	
                N/A

              	
                February
      25, 2038

              
	
                IA-2

              	
                11,141,000.00

              	
                6.25%

              	
                N/A

              	
                N/A

              	
                February
      25, 2038

              
	
                IA-IO

              	
                248,694,202.42

                (notional)(3)

              	
                Variable
      (4)

              	
                N/A

              	
                N/A

              	
                February
      25, 2038

              
	
                IIA-1

              	
                20,602,000.00

              	
                5.75%

              	
                N/A

              	
                N/A

              	
                January
      25, 2023

              
	
                IIA-IO

              	
                18,344,308.07

                (notional)(3)

              	
                Variable
      (4)

              	
                N/A

              	
                N/A

              	
                January
      25, 2023

              
	
                A-PO
      (composite)

              	
                2,009,648.00

              	
                0%

              	
                N/A

              	
                N/A

              	
                February
      25, 2038

              
	
                IA-PO
      (component)

              	
                1,928,651.21

              	
                0%

              	
                N/A

              	
                N/A

              	
                N/A

              
	
                IIA-PO
      (component)

              	
                80,996.79

              	
                0%

              	
                N/A

              	
                N/A

              	
                N/A

              
	
                B-1
      (composite)

              	
                5,875,000.00

              	
                Blended

              	
                1.912482963154%

              	
                2.000077986641%

              	
                February
      25, 2038

              
	
                IB-1
      (component)

              	
                5,466,251.10

              	
                6.25%

              	
                1.912940308078%

              	
                N/A

              	
                N/A

              
	
                IIB-1
      (component)

              	
                408,748.90

              	
                5.75%

              	
                1.906387781300%

              	
                N/A

              	
                N/A

              
	
                B-2
      (composite)

              	
                2,010,000.00

              	
                Blended

              	
                0.654313320160%

              	
                1.350017356354%

              	
                February
      25, 2038

              
	
                IB-2
      (component)

              	
                1,870,155.69

              	
                6.25%

              	
                0.654469790508%

              	
                N/A

              	
                N/A

              
	
                IIB-2
      (component)

              	
                139,844.31

              	
                5.75%

              	
                0.652227989858%

              	
                N/A

              	
                N/A

              
	
                B-3
      (composite)

              	
                927,000.00

              	
                Blended

              	
                0.301765396910%

              	
                1.050213274625%

              	
                February
      25, 2038

              
	
                IB-3
      (component)

              	
                862,504.64

              	
                6.25%

              	
                0.301837560100%

              	
                N/A

              	
                N/A

              
	
                IIB-3
      (component)

              	
                64,495.36

              	
                5.75%

              	
                0.300803655024%

              	
                N/A

              	
                N/A

              
	
                B-4
      (composite)

              	
                1,392,000.00

              	
                Blended

              	
                0.453136388887%

              	
                0.600022032158%

              	
                February
      25, 2038

              
	
                IB-4
      (component)

              	
                1,295,152.60

              	
                6.25%

              	
                0.453244750442%

              	
                N/A

              	
                N/A

              
	
                IIB-4
      (component)

              	
                96,847.40

              	
                5.75%

              	
                0.451692219842%

              	
                N/A

              	
                N/A

              
	
                B-5
      (composite)

              	
                463,000.00

              	
                Blended

              	
                0.150719933947%

              	
                0.450281697918%

              	
                February
      25, 2038

              
	
                IB-5
      (component)

              	
                430,787.11

              	
                6.25%

              	
                0.150755976620%

              	
                N/A

              	
                N/A

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


      
        	
                class

              	
                initial
      principal (or notional) balance

              	
                certificate
      rate (per annum)

              	
                initial
      target-rate class percentage (1)

              	
                initial
      subordination level (2)

              	
                last
      scheduled distribution day

              
	
                IIB-5
      (component)

              	
                32,212.89

              	
                5.75%

              	
                0.150239581743%

              	
                N/A

              	
                N/A

              
	
                B-6
      (composite)

              	
                1,392,279.00

              	
                Blended

              	
                0.453227211482%

              	
                N/A

              	
                February
      25, 2038

              
	
                IB-6
      (component)

              	
                1,295,412.19

              	
                6.25%

              	
                0.453335594756%

              	
                N/A

              	
                N/A

              
	
                IIB-6
      (component)

              	
                96,866.81

              	
                5.75%

              	
                0.451782752981%

              	
                N/A

              	
                N/A

              


      

       

      
        	
                 
      

              	
                ____________

              


      

      
        	
                (1)

              	
                The
      initial target-rate class percentages
are:

              


      

       

      
        	
                senior
      target-rate classes:

              	
                96.074354785460%

              
	
                group
      I senior target-rate classes:

              	
                96.073416019497%

              
	
                group
      II senior target-rate classes:

              	
                96.086866019253%

              
	
                subordinated
      classes:

              	
                3.925645214540%

              


      

       

      
        	
                (2)

              	
                The
      initial subordination level for the senior classes is
      3.900130823922%.

              


      

       

       

      
        	
                (3)

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

              


      

       

      
        	
                (4)

              	
                Each
      ratio-stripped IO class will accrue interest on its notional balance at an
      annual rate equal to the weighted average net loan rate of the premium
      loans in its related pool minus the target rate for that pool. The initial
      annual interest rates for the ratio-stripped IO classes are expected to be
      approximately:

              


      

       

      
        	
                Class
      IA-IO

              	
                0.4623655546%

              
	
                Class
      IIA-IO

              	
                0.4247708531

              


      

      


      


       

      12.3
Target rate

      The
annual target rates for
the pools are

      pool
I:                  6.25%

      pool
II:                  5.75%

      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

      Classes
IA-IO and IIA-IO are ratio-stripped IO classes, 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 in

      ·      pool
I will consist primarily of 19- to 30-year fixed-rate conventional one- to
four-family mortgage loans, and

      ·      pool
II will consist primarily of 10- to 15-year fixed-rate conventional one- to
four-family mortgage loans.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


       

      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
$30,920,192.77 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 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.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


       

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

       

      14.2
Principal allocations

      (a) 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


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      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.

      (d) Notwithstanding the
preceding sections (a)–(c), if the servicer has withdrawn funds from the
certificate account during the month preceding a determination day pursuant to
section 3.8(a)(ii)(C) to reimburse itself for capitalized reimbursement amounts
or postponed principal payments,  or pursuant to section 3.8(a)(iv)
for nonrecoverable advances, relating to

      ·      a
target-rate loan, then the principal allocation (a)  to the subordinated
target-rate classes collectively will be reduced by the amount of such
withdrawal, such reduction being allocated to the subordinated classes in order
of subordination, and (b) to the senior target rate classes collectively
will be reduced by the excess of such withdrawal over the aggregate reduction of
the principal allocations to the subordinated classes pursuant to this section
(d).

      ·      a
PO loan, then the principal allocation to the related PO class will be reduced
by the amount of such withdrawal.

       

      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 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:


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


      
        	
                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 or more, and while so delinquent is
modified pursuant to subsection (b) of 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

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

      For a
cross-collateralized multiple-pool series, impairment of subordination for
subordinated classes will be determined based on composite class principal
balances, not component class principal balances. In


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      determining
whether a composite class has an impaired subordination level, the principal
balance of the composite class will equal the sum of the principal balances of
its component classes. If a subordinated composite class has an impaired
subordination level, then principal will be allocated among the subordinated
composite classes as described above. The principal balance of each component
class will then be adjusted so that the principal balance of the component class
from each group will be in the same proportion for each subordinated composite
class.

       

      
        	
                 
      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 of a group will be allocated to the individual
senior target-rate classes of that group as follows:

      Group I:
Principal allocated to the group I senior target-rate classes from the pool I
target-rate strip will be allocated concurrently to classes IA-1 and IA-2 in
proportion to their principal balances until their principal balances are
reduced to zero.

      Group II:
Principal allocated to the group II senior target-rate classes from the pool II
target-rate strip will be allocated to class IIA-1 until its principal balance
is 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.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      (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 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


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      (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 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


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      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.

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

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

      ·      references
to the class principal balances in any paragraph mean the principal balances
after the adjustments required by the preceding numbered paragraphs,
and

      ·      if
a principal allocation to a target-rate or PO class is reduced pursuant to
section 14.2(d) due to withdrawals for reimbursement of capitalized
reimbursement amounts or postponed principal payments, such reduced principal
allocation will be the principal allocation for purposes of paragraphs (6) and
(7).  However, to the extent a principal allocation to a target-rate
or PO class is reduced pursuant to section 14.2(d) for a nonrecoverable advance,
such reduction will be considered for purposes of paragraphs (6) and
(7).

      Example
1: $800 distribution to most subordinated class. Principal allocation to the
class was originally $1,000, but was reduced to $800 because of a withdrawal
relating to a capitalized reimbursement amount. Such reduction to principal
allocation will not be recognized for purposes of applying paragraphs (6) and
(7), and thus there is no reduction to the principal balance of the class under
these paragraphs.

      Example
2: $800 distribution to most subordinated class. Principal allocation to the
class was originally $1,000, but was reduced to $800 because of a withdrawal
relating to a nonrecoverable advance. Then for purposes of paragraphs (6) and
(7), the principal allocation remains at $1,000, and the class’s principal
balance is reduced by the $200 excess.

      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


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


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

       

      
        	
                 
      20

              	
                LIBOR
      classes

              


      

      There are
no LIBOR classes.

       

      
        	
                 
      21

              	
                Composite
      and component classes

              


      

      The composite classes of the
series, and each composite class’s component classes are shown
in the table in “The series – General terms for classes” above.

      Each
composite class is comprised of two or more component classes. Certificates are
only issued for composite classes. Component classes cannot be severed from
their composite classes, and cannot be separately transferred. Component classes
are, however, considered classes for all purposes of the preceding sections on
allocations and distributions except that all distributions
to the component classes of a composite class will become distributions to the
composite class. A composite class is not considered a class for purposes of
allocations and distributions, but instead receives all the distributions made
to any of its component classes. Voting is by composite, not component,
classes.

      In a
multiple-pool series, each subordinated class is a composite class formed of two
or more component classes. Unless otherwise specified, references to a
“subordinated class” mean the composite class.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


       

      
        	
                 
      22

              	
                Multiple-pool
      series

              


      

      This is a
multiple-pool series. The mortgage loans of this series are divided into two
pools. Pool I consists
of the mortgage loans described in exhibit B-1, and Pool II consists of the
mortgage loans described in exhibit B-2.

      Each
class of this series (other than certain composite classes) belongs to a group of classes related to a
specific pool. The designation of each class in a group bears the roman numeral
prefix of its related pool, and the group is referred to by that
prefix.

      Example:
Classes related to pool I bear the prefix “I,” as IA-1, IB-1, etc., and are
referred to collectively as “group I.”

      With
exceptions described below, the classes of each group are treated like a
separate series, with allocations to the classes of the group being based solely
on payments on the related pool. Any ratio-stripping will be done on a pool
basis, so that there will be separate PO, IO and target-rate strips for each
pool, with the related group having its own target-rate, and ratio-stripped IO
and PO, classes.

      The
subordinated classes of each group will be component classes. A ratio-stripped
IO or PO class of a group will only be a component class if so designated in
“The series – General terms for classes” above.

       

      22.1
Adjustment of subordinated component class principal balances

      On each
distribution day, the aggregate amount of any

      ·      realized
subordinated losses on the mortgage loans in a pool, or

      ·      excess
of the aggregate principal allocations to the related group’s target-rate
classes over the aggregate principal distributions to those
classes,

      that, in
accordance with “Adjustments to class balances” above, would reduce the
principal balances of the group’s subordinated component classes in order of
subordination if the pool and the related groups were considered a separate
series, will instead reduce

      ·      the
principal balances of the subordinated composite classes in order of
subordination, and

      ·      the
aggregate principal balance of the group’s subordinated component
classes,

      by that
amount.

      Such
reduction in the aggregate principal balance of a group’s subordinated component
classes will result in adjustments to the principal balance of the subordinated
component classes of each group so the ratio of the principal balances of the
component classes from each group will be the same for each subordinated
composite class.

      Example:
Assume subordinated composite classes B-1 through B-6, each with a principal
balance of $1,000. There are two groups, I and II, and the aggregate principal
balance of each group’s subordinated component classes is $3,000. Then for each
subordinated composite class, the ratio of the principal balance of its group I
component class to the principal balance of its group II component class must be
1 to 1. Consequently, both the group I and the group II component class of each
subordinated composite class will have a principal balance of $500.

      Now
assume a $750 subordinated loss in pool I. Then

      ·      the principal balance of class B-6
will be reduced by $750, to $250, which will reduce the aggregate principal
balance of the subordinated composite classes to $5,250,

      ·      the aggregate principal balance of
the group I subordinated component classes will be reduced by $750, to $2,250,
while the aggregate principal balance of the group II subordinated component
classes will remain at $3,000;


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      ·      the ratio of the aggregate principal
balance of the group I subordinated component classes to the aggregate principal
balance of the group II subordinated component classes will be $2,250 to $3,000,
or 3 to 4;

      ·      for classes B-1 through B-5, the
principal balance of the composite class will remain at $1,000, but the
principal balance of its group I component class will be approximately $428.57,
and the principal balance of its group II component class will be approximately
$571.43 (a ratio of 3 to 4); and

      ·      class B-6’s principal balance of
$250 will be comprised of a group I component class with a principal balance of
approximately $107.14, and a group II component class with a principal balance
of approximately $142.86 (a ratio of 3 to 4).

      If
subordinated losses on a mortgage pool for a distribution day exceed the
aggregate principal balance of the subordinated component classes of the related
group, the aggregate principal balance of such component classes will be reduced
to zero, and the aggregate principal balance of the subordinated component
classes of the other groups will be reduced by the excess.

      Example:
Suppose that in the series in the preceding example, the group I subordinated
component classes and the group II subordinated component classes each have an
aggregate initial principal balance of $3,000, and that each subordinated
composite class, B-1 through B-6 has a principal balance of $1,000. Now suppose
that there are $4,000 of subordinated losses on the mortgage loans in pool II’s
target-rate strip, but no losses on the mortgage loans in pool I’s target-rate
strip. Then the entire $4,000 of losses will be allocated to the subordinated
classes, reducing the principal balance of classes B-3 through B-6 to zero.
Classes B-1 and B-2 will each retain a principal balance of $1,000, comprised of
a group I component class with a principal balance of $1,000 and a group II
component class with a principal balance of $0. The principal balance of the
subordinated group I component classes will thus be reduced by $1,000 even
though there are no losses on the pool I target-rate strip.

      Subject
to “– Undercollateralization” below, if realized subordinated losses on a
distribution day exceed the aggregate principal balance of the subordinated
classes, the aggregate principal balance of the senior classes in each group
will be reduced by the group’s proportionate share of the excess losses, based
on the proportions of all the losses for that distribution day in the mortgage
loan pools.

      Example:
Assume that for a distribution day, there are $2,250 of realized subordinated
losses in pool I and $4,500 of realized subordinated losses in pool II. The
aggregate principal balance of the subordinated classes is only $6,000. Then the
principal balance of the subordinated classes will be reduced to $0, and the
remaining $750 of losses will reduce the aggregate principal balance of the
senior classes of group I by $250 (or 1/3 of $750), and will reduce the
aggregate principal balance of the senior classes of group II by $500 (or 2/3 of
$750). The principal balances of the component classes of the subordinated
classes are irrelevant for these purposes.

       

      22.2
Maintenance of subordination

      Impairment
of subordination for subordinated classes of a multiple-pool series will be
determined based on composite, not component, classes. In determining whether a
composite class has an impaired subordination level, the principal balance of
the composite class will equal the sum of the principal balances of its
component classes. If a subordinated composite class has an impaired
subordination level, then principal will be allocated among the subordinated
composite classes pursuant to “Allocations – Maintenance of subordination”
above,


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      and, for
purposes of adjusting principal balances, will be further allocated to the
component classes in proportion to their principal balances.

       

      22.3
Distribution shortfalls

      If on a
distribution day, payments on the mortgage loans in the target-rate strip for a
pool are not sufficient to permit payments of any insurance premium due to an
Insurer, and all interest and principal allocated to the senior target-rate
classes of the related group, then the pool may receive insurance premium,
interest and principal distributions from payments on the mortgage loans in
another pool once any insurance premium due is paid to the Insurer, and full
interest and principal distributions are made to the senior target-rate classes
of the group related to the other pool.

      Example:
Suppose that there are two groups of classes and that on a distribution day,
cash available for distribution to the group I senior-target rate classes from
payments on the pool I mortgage loans is $1,000 less than the aggregate interest
and principal allocations to group I’s senior target-rate classes, while cash
available for distribution to the group II senior-target rate classes from
payments on the pool II mortgage loans exceeds the aggregate interest and
principal allocations to group II’s senior target-rate classes by $1,500. Then
$1,000 of the extra $1,500 available to group II will be used to make full
interest and principal distributions to the group I senior target-rate classes,
and only the remaining $500 will be distributed to the group II subordinated
component classes.

      If there
are several pools for which mortgage loan payments do not provide enough cash
for full distributions to the senior target-rate classes and any Insurer, the
related groups will receive cash from other pools in proportion to the aggregate
amount by which any insurance premium due to an Insurer, and interest and
principal distributions would otherwise fall short of interest and principal
allocations. If there are several pools where mortgage loan payments provide
cash in excess of the amount required for full distributions, they will provide
cash to the senior target-rate classes, and any Insurer, of those groups related
to the other pools in proportion to the amounts of the excess.

       

      22.4
Undersubordination

      If on a
distribution day before the subordination depletion date, the principal balances
of all the senior target-rate classes of any group (but not the principal
balances of all the group’s subordinated component classes) have been reduced to
zero, and there is undersubordination (as defined below), then on that
distribution day, before any distributions are made,

      ·      the
pool distribution amount of the group will be reduced by an amount (the reduction amount) equal to
the lesser of (1) unscheduled principal payments on the related pool’s
target-rate strip received by the Trust during the preceding month and
(2) the excess, determined without regard to this section “–
Undersubordination,” of the pool distribution amount over the amount required to
be used to reimburse any ratio-stripped PO classes,

      ·      the
principal allocation to each class in the group will be reduced by the class’s
proportionate share, based on principal balances, of the reduction
amount,

      ·      the
pool distribution amount of each group whose senior target-rate classes have not
been reduced to zero will be increased by a proportionate share of the reduction
amount based on the aggregate principal balance of the senior target-rate
classes of each such group, and

      ·      the
aggregate principal allocation for the senior target-rate classes of each
group


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      whose
senior target-rate classes have not been reduced to zero will be increased by
the portion of the reduction amount added to its pool distribution amount, which
increased aggregate allocation will be further allocated among the senior
target-rate classes in accordance with the rules in “Allocations among the
senior target-rate classes” above.

      There is
undersubordination on a
distribution day if either

      ·      the
subordination level of the senior classes (without regard to group) on that
distribution day is less than 200% of the initial subordination level of the
senior classes, or

      ·      the
aggregate scheduled principal balance of the mortgage loans in any pool that are
delinquent 60 days or more averaged over the last six months, is 50% or more of
the principal balance of the related group’s subordinated component classes. For
this purpose, mortgage loans delinquent 60 days or more include mortgage loans
in foreclosure, real estate owned by the Trust as a result of homeowner default,
and mortgage loans that during the preceding year were 60 days or more
delinquent and while so delinquent were subject to a modification pursuant to
section 3.19(b).

       

      22.5
Undercollateralization

      Because
losses on a mortgage loan may be allocated in part to the subordinated component
classes of a different group, the scheduled principal balance of a pool’s
target-rate strip could differ from the aggregate principal balance of the
related group’s target-rate classes. If the scheduled principal balance of a
pool’s target-rate strip is less than the aggregate principal balance of the
related group’s target-rate classes, the group will be undercollateralized by the
amount of the difference; conversely, if the scheduled principal balance of a
pool’s target-rate strip is more than the aggregate principal balance of the
related group’s target-rate classes, the group will be overcollateralized by the
amount of the difference.

      If a
group is undercollateralized, the normal distribution rules will be adjusted as
follows:

      (1) To
the extent that scheduled interest payments on the target-rate strip of a pool
related to an overcollateralized group exceed the aggregate interest allocations
to that groups’ target-rate classes, plus any insurance premium due to an
Insurer, that excess, up to the amount of any interest allocation carryforwards
that the undercollateralized group would otherwise experience on that
distribution day and the insurance premium, will be deducted from the pool
distribution amount for the overcollateralized group and added to the pool
distribution amounts for the undercollateralized group. If there is more than
one such undercollateralized group, or more than one overcollateralized group,
then (a) amounts will be deducted from the pool distribution amounts for
the groups that are overcollateralized in proportion to such excess interest
payments, up to the aggregate amount of such interest allocation carryforwards
and the insurance premium for the undercollateralized groups, and
(b) amounts will be added to the pool distribution amounts of the
undercollateralized groups in proportion to the amount of such interest
allocation carryforwards and insurance premium.

      (2) Before
the subordination depletion date, if one or more groups is undercollateralized
and the principal balance of each of the groups’ subordinated component classes
has been reduced to zero, then (a) all amounts that (after


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      required
reimbursements to any ratio-stripped PO classes) would otherwise be distributed
as principal to the subordinated component classes of the other groups, up to
the aggregate amount by which such undercollateralized groups are
undercollateralized, will, in proportion to the aggregate principal balance of
the subordinated component classes of such other groups, be deducted from the
pool distribution amount and the principal allocations to the subordinated
component classes of such other groups, and (b) such amount will be added
to the pool distribution amounts and the principal allocations of the
target-rate classes of such undercollateralized groups, in proportion to the
amount by which such groups are undercollateralized.

      (3) After
the subordination depletion date, if a group is undercollateralized,
then

      ·      once
a group’s target-rate classes are all reduced to zero, principal payments on the
related pool’s target-rate strip will be added to the pool distribution amount
and to the principal allocations of the target-rate classes of the
undercollateralized groups, in proportion to the amount by which they are
undercollateralized, and

      ·      realized
losses on the target-rate strips of the pools related to the overcollateralized
groups will, up to the amount by which the group is overcollateralized, not
reduce the principal balances of the target-rate classes of those groups, but
will instead reduce the principal balances of the target-rate classes of the
undercollateralized groups, in proportion to the amount by which they are
undercollateralized, and in accordance with “Adjustments to class balances”
above. If there is more than one overcollateralized group, the losses that will
not reduce principal balance will be in proportion to the amount by which each
group is overcollateralized. If there is more than one undercollateralized
group, the aggregate reductions in principal balances for each group will be in
proportion to the amounts by which such groups are
undercollateralized.

       

      22.6
Non-subordinated interest shortfalls

      Prior to
the subordination depletion date, reductions to interest allocations due to
(a) interest shortfalls due to the federal Servicemembers Civil Relief Act
or any comparable state laws and (b) non-supported prepayment interest
shortfalls will be allocated pro-rata to all the classes of all the groups,
regardless of the pools in which the shortfalls originate.

      From and
after the subordination depletion date,

      ·      interest
shortfalls due to the federal Servicemembers Civil Relief Act or any comparable
state laws will be separately calculated for each pool, and will be allocated
solely to the classes of the related group, and

      ·      the
compensating cap and non-supported prepayment interest shortfalls will be
separately calculated for each pool, and non-supported prepayment interest
shortfalls for a pool will be allocated solely to the classes of the related
group.

       

      
        	
                 
      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

              
	
                IA-1

              	
                IA-2

              	
                $11,141,000

              


      

       

      After the
subordination depletion date, losses (other than non-subordinated
losses)


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      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

      (a) 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 two separate constituent REMICs – the pooling REMIC and the lower-tier REMIC. There is no upper-tier REMIC. The pooling REMIC will
be the applicable constituent
REMIC for
purposes of section 3.21.

      The
assets of the pooling REMIC will consist of the mortgage loans, such amounts as
may from time to time be held in the certificate account, 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 IA-IO, IIA-IO, A-PO and the class P regular interests described
below, are designated as the regular interests in the
pooling REMIC within the meaning of Internal Revenue Code Section 860G(a)(1).
Class PR is designated as the residual interest in the
pooling REMIC within the meaning of Internal Revenue Code Section
860G(a)(2).

      The
assets of the lower-tier REMIC will consist of the class P regular interests
described below, the Trustee’s rights under any certificate insurance policy and
reserve fund, any retail reserve fund, and any assets in the lower-tier REMIC
account described below. Classes IA-1, IA-2, IIA-1, and B-1 through B-6 are
designated as the regular interests in the lower-tier REMIC. Class LR is
designated as the residual interest in the lower-tier REMIC.

       

      27.2
The class P and class L regular interests

      There are
four uncertificated class P
regular interests, each designated as “Citicorp Mortgage Securities
Trust, Series 2008-1 REMIC Pass-Through Certificates,” and further individually
designated as a

      ·      “PI-M
regular interest,”

      ·      “PI-Q
regular interest,”

      ·      “PII-M
regular interest,” and

      ·      “PII-Q
regular interest.”


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      There are
no uncertificated class L
regular interests.

       

      The
initial principal or notional balances and certificate rates of the class P
regular interests are:

       

      
        	
                Regular
      interest

              	
                initial
      principal (or notional) balance

              	
                certificate
      rate (per annum)

              
	
                PI-M

              	
                $1,122.026333

              	
                6.25%

              
	
                PI-Q

              	
                285,750,141.303667

              	
                6.25

              
	
                PII-M

              	
                83.901567

              	
                5.75

              
	
                PII-Q

              	
                21,440,931.768433

              	
                5.75

              


      

       

      The
Trustee acknowledges that it is holding the class P regular interests as assets
of the lower-tier REMIC and any class L regular interests as assets of the
upper-tier REMIC.

       

      27.3
Principal distributions and loss allocations to class L and class P regular
interests

      For each
distribution day, and for each pool x and y, a Px-M regular interest will
receive distributions of principal, or allocation of the principal portion of
realized losses on the related target-rate strip, so as to keep its principal
balance (computed to $.000001) equal to 0.01% of the aggregate principal balance
of the subordinated component classes of the related group. However, if the
ratio of the principal balance of a Px-M regular interest to the
principal balance of a Py-M regular interest is not
the same as the ratio of the aggregate principal balance of the component
classes xB-1 through
xB-6 to the aggregate
principal balance of the component classes yB-1 through yB-6, then the least amount
of principal will be distributed to the Px-M or Py-M regular interest, as
applicable, so that the ratio of the principal balance of the Px-M regular interest to the
principal balance of the Py-M regular interest will be
the same as the ratio of the aggregate principal balance of the component
classes xB-1 through
xB-6 to the aggregate
principal balance of the component classes yB-1 through yB-6. Also, for such
distribution day, the Px-Q regular interest will receive the balance of the
principal distribution, and allocation of the principal portion of realized
losses on its related target-rate strip.

      Recoveries
of previously allocated realized losses of principal will be allocated to any
class P and class L regular interests in the same manner as realized losses were
allocated to them.

       

      27.4
Interest distributions to class L and class P regular interests

      On each
distribution day, each class P or class L regular interest will receive an
interest distribution at its certificate rate, and interest shortfalls and the
interest portion of realized losses for the related target-rate strip will be
allocated to such regular interest in the same proportion as interest is
allocated to them, provided
that

      ·      (a) prior
to the subordination depletion date, non-supported prepayment interest
shortfalls will be allocated pro-rata to all the class P regular interests,
regardless of the pool in which the shortfalls originate, and (b) from and
after the subordination depletion date, non-supported prepayment interest
shortfalls for any pool x (where x is a variable for pool
designations I, II, etc.) will be allocated
solely to the Px-M and
Px-Q regular interests,
and

      ·      (a) prior
to the subordination depletion date, any class L regular interest will be
allocated its proportional share, based on accrued interest of any lower-tier
REMIC regular interests, of non-supported prepayment interest shortfalls,
regardless of the pool in which the shortfalls originate, and (b) from and
after the subordination depletion date, any class L regular interest will be
allocated its proportional share,


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      based on
accrued interest of any class L regular interests and the other lower-tier REMIC
regular interests designated class xA, of non-supported
prepayment interest shortfalls for pool x.

      No
interest shortfall amount or unpaid interest shortfall on any class P or class L
regular interest will bear interest.

       

      27.5
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 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


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      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.

       

      27.6
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 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


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      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
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


      
        
           


        

        
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      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


      
        
           


        

        
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      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


      
        
           


        

        
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      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

      
        	
                ·

              	
                principal,
      interest or other amounts that are subsequently forgiven as part of a loan
      modification under section 3.19(b),
and

              


      

      
        	
                ·

              	
                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.


      
        
           


        

        
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      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

      ·      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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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.

      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


      
        
           


        

        
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      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;

      (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


      
        
           


        

        
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      (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.

      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


      
        
           


        

        
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      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.

      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


      
        
           


        

        
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      ·      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.

      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.

              


      

      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


      
        
           


        

        
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      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 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.


      
        
           


        

        
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      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 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).

       

      1.2Usages

      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”


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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, 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


      
        
           


        

        
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      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

      ·      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.


      
        
           


        

        
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      (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.

      (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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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,
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.

      (j) CMSI
and the Trustee agree and understand that it is not intended that any mortgage
loan be included in the Trust that is 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.

       

      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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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 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).


      
        
           


        

        
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      (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 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


      
        
           


        

        
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      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 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.


      
        
           


        

        
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      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, 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) Servicing generally. 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


      
        
           


        

        
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      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 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;


      
        
           


        

        
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      ·      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 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


      
        
           


        

        
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      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 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).


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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
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


      
        
           


        

        
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      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,
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


      
        
           


        

        
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      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 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.

              


      


      
        
           


        

        
          65

          
            

          

        

        
           


        

      


      
        	
                ·

              	
                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 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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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.

      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, and principal payments postponed under section
3.19(b) that were the subject of voluntary advances, but only to the extent that
amounts so withdrawn from the certificate account prior to any determination
date do not reduce the balance of the certificate account below the aggregate
amount of interest to be allocated to the classes on, or exceed principal
allocations (before the application of section 14.2(d)) to the related strip
for, the following distribution day;

      (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.


      
        
           


        

        
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      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, but only to the extent that amounts so withdrawn from
the certificate account prior to any determination date do not reduce the
balance of the certificate account below the aggregate amount of interest to be
allocated to the classes on, or exceed principal allocations (before the
application of section 14.2(d) relating to such withdrawal) to the related strip
for, the following distribution day;

      (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


      
        
           


        

        
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      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,
“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.

      (b) 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


      
        
           


        

        
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      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.

      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


      
        
           


        

        
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      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.

      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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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, 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


      
        
           


        

        
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      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 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.

      (f) 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
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      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 prepare
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
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      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

      ·      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,
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      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

      ·      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,

      ·      temporarily
or permanently reduce the interest rate 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 or interest advances (such increase being a
capitalized reimbursement
amount).

      A
capitalized reimbursement amount added to the principal balance of a discount
loan, whether for a servicing advance or a voluntary advance of principal or
interest, will be allocated between the related target-rate and PO loans in
proportion to their principal balances.

      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


      
        
           


        

        
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      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.

      (f) If
a mortgage loan is in default or, in CitiMortgage’s judgment, default is
reasonably foreseeable, CitiMortgage may use other loss mitigation techniques,
including credit counseling, that are customary in the servicing of such loans
and that CitiMortgage believes are in the best interests of the certificate
holders in the aggregate without regard to the specific impact on any particular
class.

       

      3.20
Investment accounts

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


      
        
           


        

        
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      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 any 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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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 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
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      ·      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 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

       

      
        
           

        

        
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        ·      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.

       

      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


      
        
           


        

        
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      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 any 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,


      
        
           


        

        
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      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
manual or facsimile signatures of 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


      
        
           


        

        
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      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.

      (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


      
        
           


        

        
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      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.

      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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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 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,


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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.

      (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


      
        
           


        

        
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      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

      ·      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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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 becomes
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


      
        
           


        

        
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      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, 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


      
        
           


        

        
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      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-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


      
        
           


        

        
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      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 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


      
        
           


        

        
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      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 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


      
        
           


        

        
          104

          
            

          

        

        
           


        

      


      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
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

              


      


      
        
           


        

        
          105

          
            

          

        

        
           


        

      


      
        	
                ·

              	
                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.

       

      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


      
        
           


        

        
          106

          
            

          

        

        
           


        

      


      3      certificates
of the differently affected class, and

      4      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.

      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)


      
        
           


        

        
          107

          
            

          

        

        
           


        

      


      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.

       

      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


      
        
           


        

        
          108

          
            

          

        

        
           


        

      


      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.

      




      
        
           


        

        
          109

          
            

          

        

        
           


        

      


      


       

      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 February 2008 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]


      
        
           


        

        
          CMSI
Series 2008-1 Pooling and Servicing Agreement                                                                                     Signature page 1 


          
            

          

        

        
           


        

      


      CitiMortgage,
Inc.

      


      


      


      By:           /s/ Deborah A. Snow                                                          

      Deborah
A. Snow

      Vice
President

      


      


      


      


      
        	
                State
      of Missouri

              	
                )

              
	 
      	
                )
      ss.:

              
	
                County
      of St. Charles

              	
                )

              


      

      


      On the
26th day of February 2008 before me, a notary public in and for the State of
Missouri, personally appeared Deborah A. Snow, known to me who, being by me duly
sworn, did depose and say that she is Vice President of CitiMortgage, Inc., one
of the parties that executed the foregoing instrument; and that she signed her
name thereto by authority of the Board of Directors of said
corporation.

      


      


      


      


      /s/ Michele E.
Hines                                                      

      Notary
Public

      


      


      [Notarial
Seal]


      
        
           


        

        
          CMSI
Series 2008-1 Pooling and Servicing Agreement                                                                                     Signature page 2 


          
            

          

        

        
           


        

      


      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
27th day of February 2008 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 Assitnat 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 Tang                                                          

      Notary
Public

      


      


      [Notarial
Seal]


      
        
           


        

        
          CMSI
Series 2008-1 Pooling and Servicing Agreement                                                                                     Signature page 3 


          
            

          

        

        
           


        

      


      Citibank,
N.A.,

      in its
individual capacity and as Paying Agent, Certificate Registrar and
Authenticating Agent

      


      


      


      By:           /s/ Karen Schluter                                                          

      Karen Schluter

      Vice President

      


      


      


      
        	
                State
      of New York

              	
                )

              
	 
      	
                )
      ss.:

              
	
                County
      of New York

              	
                )

              


      

      


      On the
27th day of February 2008 before me, a notary public in and for the State of New
York, personally appeared Karen Schluter known to me who, being by me duly
sworn, did depose and say that he/she is 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]

      


      


      




      
        
           


        

        
          CMSI
Series 2008-1 Pooling and Servicing Agreement                                                                                     Signature page 4

          
            

          

        

        
           


        

      



    
 

    
      SCHEDULE
1

       

      


      SERVICING
CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE

      


      


      
        	
                Regulation
      AB reference

              	
                Servicing
      criteria

              	
                Responsible
      person(s)

              
	 
      	
                 

                General
      servicing considerations

                 

              	 
      
	
                1122(d)(1)(i)

              	
                Policies
      and procedures are instituted to monitor any performance or other triggers
      and events of default in accordance with the transaction
      agreements.

                 

              	
                CitiMortgage

              
	
                1122(d)(1)(ii)

              	
                If
      any material servicing activities are outsourced to third parties,
      policies and procedures are instituted to monitor the third party’s
      performance and compliance with such servicing activities.

                 

              	
                CitiMortgage

              
	
                1122(d)(1)(iii)

              	
                Any
      requirements in the transaction agreements to maintain a back-up servicer
      for the Pool Assets are maintained.

                 

              	
                CitiMortgage

              
	
                1122(d)(1)(iv)

              	
                A
      fidelity bond and errors and omissions policy is in effect on the party
      participating in the servicing function throughout the reporting period in
      the amount of coverage required by and otherwise in accordance with the
      terms of the transaction agreements.

                 

              	
                CitiMortgage

              
	 
      	
                 

                Cash
      collection and administration

                 

              	 
      
	
                1122(d)(2)(i)

              	
                Payments
      on pool assets are deposited into the appropriate custodial bank accounts
      and related bank clearing accounts no more than two business days
      following receipt, or such other number of days specified in the
      transaction agreements.

                 

              	
                CitiMortgage

              
	
                1122(d)(2)(ii)

              	
                Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.

              	
                CitiMortgage

                Citibank,
      N.A., as Paying Agent

                 

              
	
                1122(d)(2)(iii)

              	
                Advances
      of funds or guarantees regarding collections, cash flows or distributions,
      and any interest or other fees charged for such advances, are made,
      reviewed and approved as specified in the transaction
      agreements.

                 

              	
                CitiMortgage

                Citibank,
      N.A., as Paying Agent

              
	
                1122(d)(2)(iv)

              	
                The
      related accounts for the transaction, such as cash reserve accounts or
      accounts established as a form of over collateralization, are separately
      maintained (e.g., with respect to commingling of cash) as set forth in the
      transaction agreements.

              	
                CitiMortgage

                Citibank,
      N.A., as Paying Agent

              


      

      


      Schedule
1-1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                1122(d)(2)(v)

              	
                Each
      custodial account is maintained at a federally insured depository
      institution as set forth in the transaction agreements. For purposes of
      this criterion, “federally insured depository institution” with respect to
      a foreign financial institution means a foreign financial institution that
      meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
      Act.

                 

              	
                CitiMortgage

                Citibank,
      N.A., as Paying Agent

              
	
                1122(d)(2)(vi)

              	
                Unissued
      checks are safeguarded so as to prevent unauthorized
    access.

              	
                CitiMortgage

                Citibank,
      N.A., as Paying Agent

                 

              
	
                1122(d)(2)(vii)

              	
                Reconciliations
      are prepared on a monthly basis for all asset-backed securities related
      bank accounts, including custodial accounts and related bank clearing
      accounts. These reconciliations are (A) mathematically accurate; (B)
      prepared within 30 calendar days after the bank statement cutoff date, or
      such other number of days specified in the transaction agreements; (C)
      reviewed and approved by someone other than the person who prepared the
      reconciliation; and (D) contain explanations for reconciling items. These
      reconciling items are resolved within 90 calendar days of their original
      identification, or such other number of days specified in the transaction
      agreements.

                 

              	
                CitiMortgage

                Citibank,
      N.A., as Paying Agent

              
	 
      	
                 

                Investor
      remittances and reporting

                 

              	 
      
	
                1122(d)(3)(i)

              	
                Reports
      to investors, including those to be filed with the Commission, are
      maintained in accordance with the transaction agreements and applicable
      Commission requirements. Specifically, such reports (A) are prepared in
      accordance with timeframes and other terms set forth in the transaction
      agreements; (B) provide information calculated in accordance with the
      terms specified in the transaction agreements; (C) are filed with the
      Commission as required by its rules and regulations; and (D) agree with
      investors’ or the trustee’s records as to the total unpaid principal
      balance and number of Pool Assets serviced by the Servicer.

                 

              	
                CitiMortgage

              
	
                1122(d)(3)(ii)

              	
                Amounts
      due to investors are allocated and remitted in accordance with timeframes,
      distribution priority and other terms set forth in the transaction
      agreements.

                 

              	
                CitiMortgage

                Citibank,
      N.A., as Paying Agent

              
	
                1122(d)(3)(iii)

              	
                Disbursements
      made to an investor are posted within two business days to the Servicer’s
      investor records, or such other number of days specified in the
      transaction agreements.

                 

              	
                CitiMortgage

                Citibank,
      N.A., as Paying Agent

              
	
                1122(d)(3)(iv)

              	
                Amounts
      remitted to investors per the investor reports agree with cancelled
      checks, or other form of payment, or custodial bank
      statements.

              	
                CitiMortgage

                Citibank,
      N.A., as Paying Agent

              


      

      


      Schedule
1-2


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Pool
      asset administration

                 

              	 
      
	
                1122(d)(4)(i)

              	
                Collateral
      or security on pool assets is maintained as required by the transaction
      agreements or related pool asset documents.

                 

              	
                CitiMortgage

                Citibank,
      N.A., as Custodian

              
	
                1122(d)(4)(ii)

              	
                Pool
      assets and related documents are safeguarded as required by the
      transaction agreements

                 

              	
                Citibank,
      N.A., as Custodian

              
	
                1122(d)(4)(iii)

              	
                Any
      additions, removals or substitutions to the asset pool are made, reviewed
      and approved in accordance with any conditions or requirements in the
      transaction agreements.

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(iv)

              	
                Payments
      on pool assets, including any payoffs, made in accordance with the related
      pool asset documents are posted to the Servicer’s obligor records
      maintained no more than two business days after receipt, or such other
      number of days specified in the transaction agreements, and allocated to
      principal, interest or other items (e.g., escrow) in accordance with the
      related pool asset documents.

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(v)

              	
                The
      Servicer’s records regarding the pool assets agree with the Servicer’s
      records with respect to an obligor’s unpaid principal
balance.

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(vi)

              	
                Changes
      with respect to the terms or status of an obligor's pool assets (e.g.,
      loan modifications or re-agings) are made, reviewed and approved by
      authorized personnel in accordance with the transaction agreements and
      related pool asset documents.

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(vii)

              	
                Loss
      mitigation or recovery actions (e.g., forbearance plans, modifications and
      deeds in lieu of foreclosure, foreclosures and repossessions, as
      applicable) are initiated, conducted and concluded in accordance with the
      timeframes or other requirements established by the transaction
      agreements.

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(viii)

              	
                Records
      documenting collection efforts are maintained during the period a pool
      asset is delinquent in accordance with the transaction agreements. Such
      records are maintained on at least a monthly basis, or such other period
      specified in the transaction agreements, and describe the entity’s
      activities in monitoring delinquent pool assets including, for example,
      phone calls, letters and payment rescheduling plans in cases where
      delinquency is deemed temporary (e.g., illness or
      unemployment).

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(ix)

              	
                Adjustments
      to interest rates or rates of return for pool assets with variable rates
      are computed based on the related pool asset documents.

              	
                CitiMortgage

              


      

      


      Schedule
1-3


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                1122(d)(4)(x)

              	
                Regarding
      any funds held in trust for an obligor (such as escrow accounts): (A) such
      funds are analyzed, in accordance with the obligor’s pool asset documents,
      on at least an annual basis, or such other period specified in the
      transaction agreements; (B) interest on such funds is paid, or credited,
      to obligors in accordance with applicable pool asset documents and state
      laws; and (C) such funds are returned to the obligor within 30 calendar
      days of full repayment of the related pool assets, or such other number of
      days specified in the transaction agreements.

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(xi)

              	
                Payments
      made on behalf of an obligor (such as tax or insurance payments) are made
      on or before the related penalty or expiration dates, as indicated on the
      appropriate bills or notices for such payments, provided that such support
      has been received by the servicer at least 30 calendar days prior to these
      dates, or such other number of days specified in the transaction
      agreements.

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(xii)

              	
                Any
      late payment penalties in connection with any payment to be made on behalf
      of an obligor are paid from the Servicer’s funds and not charged to the
      obligor, unless the late payment was due to the obligor’s error or
      omission.

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(xiii)

              	
                Disbursements
      made on behalf of an obligor are posted within two business days to the
      obligor’s records maintained by the servicer, or such other number of days
      specified in the transaction agreements.

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(xiv)

              	
                Delinquencies,
      charge-offs and uncollectible accounts are recognized and recorded in
      accordance with the transaction agreements.

                 

              	
                CitiMortgage

              
	
                1122(d)(4)(xv)

              	
                Any
      external enhancement or other support, identified in Item 1114(a)(1)
      through (3) or Item 1115 of Regulation AB, is maintained as set forth in
      the transaction agreements.

              	
                CitiMortgage

                Citibank,
      N.A., as Paying Agent

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      Schedule
1-4


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      APPENDIX
1

      TRANSFEREE’S
AFFIDAVIT

       

      Transferee’s
Affidavit

      Affidavit
Pursuant to Section

      860e(E)(4)
of the Internal

      Revenue
Code of 1986, As Amended

       

      STATE
OF       )

                                ):

      COUNTY
OF   )

       

      [___________],
being first duly sworn, deposes and says:

      1.           That
he is [______________] of [_____________] (the “Investor”), a [state type of
entity] duly organized and existing under the laws of the [State of
____________] [United States], on behalf of which he makes this
affidavit.

       

      2.           That
the Investor’s Taxpayer Identification Number is [______________].

       

      3.           That
the Investor is not a “disqualified organization” within the meaning of Section
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Internal
Revenue Code”) or an ERISA Prohibited holder, and will not be a “disqualified
organization” or an ERISA Prohibited holder as of [______, _______], and that
the Investor is not acquiring a Citicorp Mortgage Securities Trust, Series
200[   ]-[  ] REMIC Pass-Through Certificates, class
[PR][LR] certificates (the “residual certificates”) for the account of, or as
agent (including a broker, nominee or other middleman) for, any person or entity
from which it has not received an affidavit substantially in the form of this
affidavit. For these purposes, a “disqualified organization” means the United
States, any state or political subdivision thereof, any foreign governments any
international organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities are subject to
tax and a majority of its board of directors is not appointed by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas described in Internal
Revenue Code Section 1381(a)(2)(C), or any organization (other than a farmers’
cooperative described in Internal Revenue Code Section 521) that is exempt from
federal income tax unless such organization is subject to the tax on unrelated
business income imposed by Internal Revenue Code Section 511. For these
purposes, an “ERISA Prohibited holder” means an employee benefit plan the
investment of which is regulated under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended, or Internal Revenue Code Section 4975
or a governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law which is, to a material extent, similar to the
foregoing provisions of ERISA or the Internal Revenue Code (collectively, a
“Plan”) or a person investing the assets of a Plan.

       

      4.           That
the Investor historically has paid its debts as they have come due and intends
to pay its debts as they come due in the future and the Investor intends to pay
taxes associated with holding the residual certificates as they become
due.

       

      5.           That
the Investor will not cause the income with respect to the residual certificates
to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Investor or any other
person.

       

      6.           That
the Investor understands that it may incur tax liabilities with respect to the
residual certificates in excess of cash flows generated by the residual
certificates.

       

      7.           That
the Investor will not transfer the residual certificates to any person or entity
as to which the Investor has actual knowledge that the requirements set forth in
paragraphs 3, 4, 5 or 8 are not satisfied or that the Investor has reason to
know does not satisfy the requirements set forth in paragraph 4.

      


      Appendix
1 page 1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      8.           That
the Investor (i) is not a Non-U.S. person or (ii) is a Non-U.S. person that
holds the residual certificates in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form W-8ECI or (iii) is a
Non-U.S. person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the residual certificates to it is in accordance with the requirements of the
Internal Revenue Code and the regulations promulgated thereunder and that such
transfer of the residual certificates will not be disregarded for federal income
tax purposes. “Non-U.S. person” will mean an individual, corporation,
partnership or other person other than a “U.S. person.” “U.S. person” will mean
a citizen or resident of the United States, a corporation, partnership (except
to the extent provided in applicable Treasury regulations) or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, an estate that is subject to U.S. federal income tax
regardless of the source of its income 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 be treated as U.S. persons).

       

      9.           That
the Investor agrees to such amendments of the Pooling and Servicing Agreement
dated as of [__________] 1, 200[   ] between Citicorp Mortgage
Securities, Inc., CitiMortgage, Inc., and [Trustee] [and Paying Agent] (the
“Pooling and Servicing Agreement”) as may be required to further effectuate the
restrictions on transfer of the residual certificates to such a “disqualified
organization,” an agent thereof, an “ERISA Prohibited holder” or a person that
does not satisfy the requirements of paragraphs 4, 5, 6 and 8.

       

      10.           That
the Investor consents to the irrevocable designation of CMSI as its agent to act
as “tax matters person” of the REMIC pursuant to the Pooling and Servicing
Agreement, and if such designation is not permitted by the Internal Revenue Code
and applicable law, to act as tax matters person if requested to do
so.

       

      11.           Check
one of the following:

      [_]           The
Investor has computed any consideration paid to it to acquire the residual
certificates in accordance U.S. Treasury Regulations Sections 1.860E-1(c)(7) by
computing present values using a discount rate equal to the short-term Federal
rate prescribed by Section 1274(d) of the Code, compounded based on the period
selected by the Investor.

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

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

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

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

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

      [_]           None
of the above.

       

      


       

       

      


       

       

      Appendix
1 page 2

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on its
behalf, pursuant to authority of its Board of Directors, by its [________] this
____ day of 200__.

       

      __________________

      


      By:_______________

      Name:

      Title:

       

      STATE
OF       )

                                ):

      COUNTY
OF   )

       

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

      Subscribed
and sworn to before me this ___ day of ________ 200__.

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

      Appendix
1 page 3


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A-1

      FORM
OF OFFERED CERTIFICATES

      


      Citicorp
Mortgage Securities Trust, Series 2008-1

      REMIC
Pass-Through Certificates

      Certificate

      


      representing
an ownership interest in a trust fund consisting

      primarily
of mortgage loans acquired by

      


      CITICORP
MORTGAGE SECURITIES, INC.

      


      certificate
no. 1

       

      distribution
days: 25th of each month or next business day

       

      first
distribution day: March 25, 2008

       

      last
scheduled distribution date: [January 25, 2023][February 25, 2038]

       

      
        	
                Unless
      this certificate is presented by an authorized representative of The
      Depository Trust Company, a New York corporation (“DTC”) 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 Cede & Co. or such other name as requested by an authorized
      representative of DTC (and any payment is made to Cede & Co. or such
      other entity as is requested by an authorized representative of DTC), any
      transfer, pledge, or other use hereof for value or otherwise by or to any
      person is wrongful inasmuch as the registered owner hereof, Cede &
      Co., has an interest herein.

                Neither
      this certificate nor the underlying mortgage loans are insured or
      guaranteed by the United States government, the Federal Deposit Insurance
      Corporation or any other governmental agency or instrumentality. This
      certificate does not represent an interest in or obligation of Citicorp
      Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate thereof, or
      their ultimate parent, Citigroup
Inc.

              


      

       

      THIS
CERTIFIES THAT, for value received, Cede & Co. is the registered holder of
the number of single certificates (each representing $1,000.00 initial principal
balance or, if indicated, initial notional balance) of the class of certificates
listed below.

       

      
        	
                 

                class

              	
                initial
      principal (or, if indicated, initial notional) balance

              	
                 

                certificate
      rate

              	
                 

                number
      of single certificates

              	
                 

                CUSIP

              	
                 

                ISIN

              
	
                [class]

              	
                $[number]

              	
                [rate]

              	
                [number]

              	
                [CUSIP]

              	
                [ISIN]

              


      

       

      A-1-1

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      This
certificate represents an undivided beneficial ownership interest in the Trust
Fund created pursuant to the Pooling and Servicing Agreement dated as of
February 1, 2007 (the “Pooling Agreement”) between Citicorp Mortgage Securities,
Inc., as Depositor, CitiMortgage, Inc., as Servicer and Master Servicer, U.S.
Bank National Association, as Trustee, and Citibank, N.A. as Paying Agent,
Certificate Registrar and Authentication Agent. Terms used in this certificate
that are defined in the Pooling Agreement have the meanings assigned to them in
the Pooling Agreement.

       

       

      This
certificate is one of a duly authorized issue of certificates designated as
Citicorp Mortgage Securities Trust, Series 2008-1 REMIC Pass-Through
Certificates, consisting of six senior classes, six subordinated classes and two
classes of residual certificates.

       

       

      The class
of securities represented by this certificate is a “regular interest” in a real
estate mortgage investment conduit (“REMIC”) within the meaning of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended.

       

       

      Certificates
governed by Pooling Agreement

       

      The certificates are issued pursuant
to the Pooling Agreement, which states the rights, limitations (including
restrictions on transfer), duties and immunities of CMSI, the Trustee and the
holders of the certificates, specifies how amounts of interest and principal
distributable on the classes of certificates are calculated and when such
amounts are payable, sets forth the relative priorities of the classes of
certificates to payments and to allocation of losses, and sets forth the terms
upon which the certificates are to be authenticated and delivered, and other
matters relevant to an investment in certificates. Holders may obtain a copy of
the Pooling Agreement (without exhibits) from the Trustee.

      


       

      Optional
early termination

       

      This
certificate may receive a final distribution of all amounts owing in respect of
the class represented by this certificate before its last scheduled distribution
day if CMSI (or its assignee) exercises its right under the Pooling Agreement to
repurchase all of the mortgage loans in the Trust Fund. This right cannot be
exercised until the aggregate scheduled principal balance of such mortgage loans
is less than 10% of the aggregate scheduled principal balance of the mortgage
loans as of the cut-off date.

      


       

      Governing
law

       

      This
certificate and the Pooling Agreement are governed by the laws of the State of
New York.

      


      


      


      


      A-1-2


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

       

      Authentication
required

       

      Unless
this certificate has been executed by the Trustee or a duly authorized
Authenticating Agent by manual signature, this certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-1-3

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has caused this certificate
to be duly executed.

       

      


       

      CITICORP
MORTGAGE SECURITIES, INC.

       

      


       

      


       

      By:_______________________________

      Name:

      Title:

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-1-4

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      This is
one of the certificates referred to in the Pooling Agreement referred to
above.

       

      


       

      U.S. BANK
NATIONAL ASSOCIATION,

      as
Trustee

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
Signatory

       

      


       

      or

       

      CITIBANK,
N.A.,

      as
Authenticating Agent for the Trustee,

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
Signatory

       

      


       

      Date:
February 27, 2008

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-1-5

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      ABBREVIATIONS

      


      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

      


      TEN COM -
as tenants in common

      TEN ENT -
as tenants by the entireties

      JT TEN -
as joint tenants with right of survivorship and not as tenants in
common

      


      UNIF GIFT
MIN ACT - _______________ Custodian ____________________

                  (Cust)                                                      (Minor)

      Under
Uniform Gifts to Minors Act ___________________________________

                                      (State)

      


      Additional
abbreviations may also be used though not in the above list.

      ______________________________________________________________________________

      


      FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto

      


      PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

      OF
ASSIGNEE

      


      ________________________________________________________________

      ________________________________________________________________

      (Please
print or typewrite name and address, including zip code, of
assignee)

      


      ________________________________________________________________

      the
within certificate, and all rights thereunder, hereby irrevocably constituting
and appointing

      


      ________________________________________________________________

      attorney
to transfer said certificate on the books of the Certificate Registrar with full
power of substitution in the premises.

      


      Dated:                      ________________                                           __________________________

      


      Signature
Guaranteed by:_________________________________________

      


      NOTICE:
the signature to this assignment must correspond with the name as written upon
the face of the within instrument in every particular, without alteration or
enlargement or any change whatever, and must be guaranteed by a member of a
Signature Guarantee Medallion Program.

      


      A-1-6

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      EXHIBIT
A-2

      FORM
OF CLASS A-IO CERTIFICATES

      


      Citicorp
Mortgage Securities Trust, Series 2008-1

      REMIC
Pass-Through Certificates

      Senior
Class [IA-IO][IIA-IO] Certificate, Variable Certificate Rate

      


      representing
an ownership interest in a trust fund consisting

      primarily
of mortgage loans acquired by

      


      CITICORP
MORTGAGE SECURITIES, INC.

      


      
        	
                certificate
      no. 1

              	
                CUSIP
      [          ]

              
	 
      	 
      
	
                $[          ]
      initial notional balance

              	
                [          ]
      Single Certificates

              


      

       

      distribution
days: 25th of each month or next business day

       

      first
distribution day: March 25, 2008

       

      last
scheduled distribution day: [January 25, 2023][February 25, 2038]

       

      


       

      
        	
                This
      certificate is an interest only certificate and is not entitled to
      distributions of principal.

                The
      notional balance of this certificate is subject to reduction from time to
      time. Accordingly, the outstanding notional balance of this certificate at
      any time may be less than its initial notional balance.

                Neither
      this certificate nor the underlying mortgage loans are insured or
      guaranteed by the United States government, the Federal Deposit Insurance
      Corporation or any other governmental agency or instrumentality. This
      certificate does not represent an interest in or obligation of Citicorp
      Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate thereof, or
      their ultimate parent, Citigroup
Inc.

              


      

      


       

      THIS
CERTIFIES THAT, for value received, CitiMortgage, Inc. is the registered holder
of the number of single certificates (each representing $1,000.00 initial
notional balance) set forth above. Each certificate represents an undivided
beneficial ownership interest in the Trust Fund created pursuant to the Pooling
and Servicing Agreement dated as of February 1, 2008 (the “Pooling Agreement”)
between Citicorp Mortgage Securities, Inc., as Depositor, CitiMortgage, Inc., as
Servicer and Master Servicer, U.S. Bank National Association, as Trustee, and
Citibank, N.A. as Paying Agent, Certificate Registrar and Authentication Agent.
Terms used in this certificate that are defined in the Pooling Agreement have
the meanings assigned to them in the Pooling Agreement.

      


      A-2-1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      This
certificate is one of a duly authorized issue of certificates designated as
Citicorp Mortgage Securities Trust, Series 2008-1 REMIC Pass-Through
Certificates, consisting of six senior classes, six subordinated classes and two
classes of residual certificates.

       

      The class
of securities represented by this certificate is a “regular interest” in a real
estate mortgage investment conduit (“REMIC”) within the meaning of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended.

       

      


       

       

      Certificates
governed by Pooling Agreement

       

      The
certificates are issued pursuant to the Pooling Agreement, which states the
rights, limitations (including restrictions on transfer), duties and immunities
of CMSI, the Trustee and the holders of the certificates, specifies how amounts
of interest and principal distributable on the classes of certificates are
calculated and when such amounts are payable, sets forth the relative priorities
of the classes of certificates to payments and to allocation of losses, and sets
forth the terms upon which the certificates are to be authenticated and
delivered, and other matters relevant to an investment in certificates. Holders
may obtain a copy of the Pooling Agreement (without exhibits) from the
Trustee.

      


       

      Optional
early termination

       

      This
certificate may receive a final distribution of all amounts owing in respect of
the class represented by this certificate before its last scheduled distribution
day if CMSI (or its assignee) exercises its right under the Pooling Agreement to
repurchase all of the mortgage loans in the Trust Fund. This right cannot be
exercised until the aggregate scheduled principal balance of such mortgage loans
is less than 10% of the aggregate scheduled principal balance of the mortgage
loans as of the cut-off date.

      


       

      Governing
law

       

      This
certificate and the Pooling Agreement are governed by the laws of the State of
New York.

      


      


      


      


      A-2-2


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

       

      Authentication
required

       

      Unless
this certificate has been executed by the Trustee or a duly authorized
Authenticating Agent by manual signature, this certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-2-3

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has caused this certificate
to be duly executed.

       

      


       

      CITICORP
MORTGAGE SECURITIES, INC.

       

      


       

      


       

      By:_______________________________

      Name:

      Title:

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-2-4

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      This is
one of the certificates referred to in the Pooling Agreement referred to
above.

       

      


       

      U.S. BANK
NATIONAL ASSOCIATION,

      as
Trustee

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
Signatory

       

      


       

      or

       

      CITIBANK,
N.A.,

      as
Authenticating Agent for the Trustee,

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
Signatory

       

      


       

      Date:
February 27, 2008

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-2-5

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ABBREVIATIONS

      


      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

      


      TEN COM -
as tenants in common

      TEN ENT -
as tenants by the entireties

      JT TEN -
as joint tenants with right of survivorship and not as tenants in
common

      


      UNIF GIFT
MIN ACT - _______________ Custodian ____________________

                  (Cust)                                                      (Minor)

      Under
Uniform Gifts to Minors Act ___________________________________

                           (State)

      


      Additional
abbreviations may also be used though not in the above list.

      ________________________________________________________________________

      


      FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto

      


      PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

      OF
ASSIGNEE

      ________________________________________________________________

      ________________________________________________________________

      (Please
print or typewrite name and address, including zip code, of
assignee)

      


      ________________________________________________________________

      the
within certificate, and all rights thereunder, hereby irrevocably constituting
and appointing

      


      ________________________________________________________________

      attorney
to transfer said certificate on the books of the Certificate Registrar with full
power of substitution in the premises.

      


      Dated:                      ________________                                           __________________________

      


      Signature
Guaranteed by:_________________________________________

      


      NOTICE:
the signature to this assignment must correspond with the name as written upon
the face of the within instrument in every particular, without alteration or
enlargement or any change whatever, and must be guaranteed by a member of a
Signature Guarantee Medallion Program.

      A-2-6


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A-3

      FORM
OF CLASS B-4, B-5 AND B-6 CERTIFICATES

      


      Citicorp
Mortgage Securities Trust, Series 2008-1

      REMIC
Pass-Through Certificates

      Subordinated
Class B-[4][5][6] Certificate, Blended Certificate Rate

      


      representing
an ownership interest in a trust fund consisting

      primarily
of mortgage loans acquired by

      


      CITICORP
MORTGAGE SECURITIES, INC.

      


      
        	
                certificate
      no. 1

              	
                CUSIP
      [      ]

              
	 
      	
                ISIN
      [      ]

              
	
                $[                ]
      initial principal balance

              	
                $[                ]
      Single Certificates

              


      

       

      distribution
days: 25th of each month or next business day

       

      first
distribution day: March 25, 2008

       

      last
scheduled distribution day: February 25, 2038

       

      
        	
                This
      class B-[4][5][6] certificate is subordinated in right of payments to the
      class A, B-1, B-2[,][and] B-3[,] [and] [B-4] [and B-5] certificates, as
      described in the Pooling Agreement referred to below.

                Principal
      is paid on this certificate in accordance with the terms of the Pooling
      Agreement. Accordingly, at any time the outstanding principal balance of
      this certificate may be less than its initial principal
      balance.

                This
      certificate has not been registered under the Securities Act of 1933, as
      amended, and may not be sold, or offered for sale, transferred or
      otherwise disposed of unless such sale, transfer or other disposition is
      made pursuant to an effective registration statement under such act and
      any applicable blue sky law or unless an exemption under such act and any
      applicable blue sky law is available.

                 

              


      

      


      


      A-3-1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                This
      certificate may not be purchased by or transferred to any person that is
      an employee benefit plan subject to Title I of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the
      Internal Revenue Code of 1986, as amended (the “Code”) or any Governmental
      Plan, as defined in Section 3(32) of ERISA, subject to any federal, state
      or local law which is, to a material extent, similar to the foregoing
      provisions of ERISA or the Code (collectively, a “Plan”) or any person
      investing the assets of a Plan except as provided in section 5.2 of the
      Pooling Agreement.

                Neither
      this certificate nor the underlying mortgage loans are insured or
      guaranteed by the United States government, the Federal Deposit Insurance
      Corporation or any other governmental agency or instrumentality. This
      certificate does not represent an interest in or obligation of Citicorp
      Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate thereof, or
      their ultimate parent, Citigroup
Inc.

              


      

       

      THIS
CERTIFIES THAT, for value received, Hare & Co. is the registered holder
of the number of single certificates (each representing $1,000.00 initial
principal balance) set forth above. Each certificate represents an undivided
beneficial ownership interest in the Trust Fund created pursuant to the Pooling
and Servicing Agreement dated as of February 1, 2008 (the “Pooling Agreement”)
between Citicorp Mortgage Securities, Inc., as Depositor, CitiMortgage, Inc., as
Servicer and Master Servicer, U.S. Bank National Association, as Trustee, and
Citibank, N.A. as Paying Agent, Certificate Registrar and Authentication Agent.
Terms used in this certificate that are defined in the Pooling Agreement have
the meanings assigned to them in the Pooling Agreement.

       

       

      This
certificate is one of a duly authorized issue of certificates designated as
Citicorp Mortgage Securities Trust, Series 2008-1 REMIC Pass-Through
Certificates, consisting of six senior classes, six subordinated classes and two
classes of residual certificates.

       

       

      The class
of securities represented by this certificate is a “regular interest” in a real
estate mortgage investment conduit (“REMIC”) within the meaning of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended.

       

       

      Certificates
governed by Pooling Agreement

       

      The
certificates are issued pursuant to the Pooling Agreement, which states the
rights, limitations (including restrictions on transfer), duties and immunities
of CMSI, the Trustee and the holders of the certificates, specifies how amounts
of interest and principal distributable on the classes of certificates are
calculated and when such amounts are payable, sets forth the relative priorities
of the classes of certificates to payments and to allocation of losses, and sets
forth the terms upon which the certificates are to be authenticated and
delivered, and other matters relevant to an investment in certificates. Holders
may obtain a copy of the Pooling Agreement (without exhibits) from the
Trustee.

       

      


       

      


       

      A-3-2


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Optional
early termination

       

      This
certificate may receive a final distribution of all amounts owing in respect of
the class represented by this certificate before its last scheduled distribution
day if CMSI (or its assignee) exercises its right under the Pooling Agreement to
repurchase all of the mortgage loans in the Trust Fund. This right cannot be
exercised until the aggregate scheduled principal balance of such mortgage loans
is less than 10% of the aggregate scheduled principal balance of the mortgage
loans as of the cut-off date.

       

      Governing
law

       

      This
certificate and the Pooling Agreement are governed by the laws of the State of
New York.

       

       

      Authentication
required

       

      Unless
this certificate has been executed by the Trustee or a duly authorized
Authenticating Agent by manual signature, this certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-3-3

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has caused this certificate
to be duly executed.

       

      


       

      CITICORP
MORTGAGE SECURITIES, INC.

       

      


       

      


       

      By:_______________________________

      Name:

      Title:

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-3-4

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      This is
one of the certificates referred to in the Pooling Agreement referred to
above.

       

      


       

      U.S. BANK
NATIONAL ASSOCIATION,

      as
Trustee

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
Signatory

       

      


       

      or

       

      CITIBANK,
N.A.,

      as
Authenticating Agent for the Trustee,

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
Signatory

       

      


       

      Date:
February 27, 2008

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-3-5

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ABBREVIATIONS

      


      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

      


      TEN COM -
as tenants in common

      TEN ENT -
as tenants by the entireties

      JT TEN -
as joint tenants with right of survivorship and not as tenants in
common

      


      UNIF GIFT
MIN ACT - _______________ Custodian ____________________

                  (Cust)                                                      (Minor)

      Under
Uniform Gifts to Minors Act ___________________________________

                          (State)

      


      Additional
abbreviations may also be used though not in the above list.

      ________________________________________________________________________

      


      FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto

      


      PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

      OF
ASSIGNEE

      


      ________________________________________________________________

      ________________________________________________________________

      (Please
print or typewrite name and address, including zip code, of
assignee)

      


      ________________________________________________________________

      the
within certificate, and all rights thereunder, hereby irrevocably constituting
and appointing

      


      ________________________________________________________________

      attorney
to transfer said certificate on the books of the Certificate Registrar with full
power of substitution in the premises.

      


      Dated:                      ________________                                           __________________________

      


      Signature
Guaranteed by:_________________________________________

      


      NOTICE:
the signature to this assignment must correspond with the name as written upon
the face of the within instrument in every particular, without alteration or
enlargement or any change whatever, and must be guaranteed by a member of a
Signature Guarantee Medallion Program.

      


      A-3-6


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A-4

      FORM
OF RESIDUAL CLASS CERTIFICATES

      


      Citicorp
Mortgage Securities Trust, Series 2008-1

      REMIC
Pass-Through Certificates

      Residual
Class [PR][LR] Certificate

      


      representing
an ownership interest in a trust fund consisting

      primarily
of mortgage loans acquired by

      


      CITICORP
MORTGAGE SECURITIES, INC.

      


      
        	
                certificate
      no. 1

              	
                100%
      percentage interest

              


      

      


      
        	
                This
      certificate has not been registered under the Securities Act of 1933, as
      amended, and may not be sold, or offered for sale, transferred or
      otherwise disposed of unless such sale, transfer or other disposition is
      made pursuant to an effective registration statement under such act and
      any applicable blue sky law or unless an exemption under such act and any
      applicable blue sky law is available.

                This
      certificate may not be purchased by or transferred to any person that is
      an employee benefit plan subject to Title I of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the
      Internal Revenue Code of 1986, as amended (the “Code”) or any Governmental
      Plan, as defined in Section 3(32) of ERISA, subject to any federal, state
      or local law which is, to a material extent, similar to the foregoing
      provisions of ERISA or the Code (collectively, a “Plan”) or any person
      investing the assets of a Plan except as provided in section 5.2 of the
      Pooling Agreement referred to below.

                Transfer
      of this certificate is restricted as set forth in section 5.2 of the
      Pooling Agreement. As a condition of ownership of this certificate, a
      transferee must furnish an affidavit to the transferor and the Trustee
      that (a) it is not a “disqualified organization,” as defined in Section
      860e(e)(5) of the Code, (b) it is not acquiring this certificate as an
      agent (including a broker, nominee or other middleman) on behalf of a
      disqualified organization, (c) it understands that it may incur tax
      liabilities in excess of cash flows generated by the residual interest and
      it intends to pay taxes associated with holding the residual interest as
      they become due, (d) it historically has paid its debts as they have come
      due and intends to pay its debts as they come due in the future, (e) it
      will not cause the income with respect to this certificate to be
      attributable to a foreign permanent establishment or fixed base, within
      the meaning of an applicable income tax treaty, of it or any other person,
      and (f) it is not a “Non-permitted Foreign holder,” as defined in section
      5.2 of the Pooling Agreement. By accepting this certificate, a transferee
      will be subject to such restrictions on transferability, and will have
      consented to any amendments to the Pooling Agreement that are required to
      ensure that this certificate is not transferred to a disqualified
      organization or its agent, or to a Non-permitted Foreign holder. To
      satisfy a regulatory safe harbor against the disregard of such transfer,
      the transferor may be required to conduct a
  reasonable

              


      

      A-4-1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                investigation
      of the financial condition of the transferee and either transfer this
      certificate at a specified minimum price or transfer this certificate to
      an eligible transferee.

                Neither
      this certificate nor the underlying mortgage loans are insured or
      guaranteed by the United States government, the Federal Deposit Insurance
      Corporation or any other governmental agency or instrumentality. This
      certificate does not represent an interest in or obligation of Citicorp
      Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate thereof, or
      their ultimate parent, Citigroup
Inc.

              


      

      


       

      THIS
CERTIFIES THAT, for value received, CitiMortgage, Inc. is the registered holder
of the percentage interest set forth above, representing an ownership interest
in the Trust Fund created pursuant to the Pooling and Servicing Agreement dated
as of February 1, 2008 (the “Pooling Agreement”) between Citicorp Mortgage
Securities, Inc., as Depositor, CitiMortgage, Inc., as Servicer and Master
Servicer, U.S. Bank National Association, as Trustee, and Citibank, N.A. as
Paying Agent, Certificate Agent and Authentication Agent. Terms used in this
certificate that are defined in the Pooling Agreement have the meanings assigned
to them in the Pooling Agreement.

       

       

      This
certificate is one of a duly authorized issue of certificates designated as
Citicorp Mortgage Securities Trust, Series 2008-1 REMIC Pass-Through
Certificates, consisting of six senior classes, six subordinated classes and two
classes of residual certificates.

       

       

      Certificates
governed by Pooling Agreement

       

      The
certificates are issued pursuant to the Pooling Agreement, which states the
rights, limitations (including restrictions on transfer), duties and immunities
of CMSI, the Trustee and the holders of the certificates, specifies how amounts
of interest and principal distributable on the classes of certificates are
calculated and when such amounts are payable, sets forth the relative priorities
of the classes of certificates to payments and to allocation of losses, and sets
forth the terms upon which the certificates are to be authenticated and
delivered, and other matters relevant to an investment in certificates. Holders
may obtain a copy of the Pooling Agreement (without exhibits) from the
Trustee.

       

       

      U.S.
federal income tax information

       

      Elections
will be made to treat two segregated asset pools within the Trust Fund as real
estate mortgage investment conduits (each, a “REMIC,” or in the alternative, the
“lower-tier REMIC,” and the “pooling REMIC,” respectively). This class [PR][LR]
certificate represents the “residual interest” in the [pooling][lower-tier]
REMIC within the meaning of Code Section 860G(a)(2).  As a condition
of ownership of this certificate, the holder hereof agrees that it will not take
or cause to be taken any action that would adversely affect the status of either
of the two segregated asset pools comprising the Trust Fund as a
REMIC.

       

      A-4-2

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The
holder further agrees to the designation of the Servicer as its agent to act as
“tax matters person” for purposes of Subchapter C of Chapter 63 of Subtitle F of
the Code or, if requested by the Servicer, to act as tax matters
person.

       

       

      Governing
law

       

      This
certificate and the Pooling Agreement are governed by the laws of the State of
New York.

       

       

      Authentication
required

       

      Unless
this certificate has been executed by the Trustee or a duly authorized
Authenticating Agent by manual signature, this certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-4-3

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has caused this certificate
to be duly executed.

       

      


       

      CITICORP
MORTGAGE SECURITIES, INC.

       

      


       

      


       

      By:_______________________________

      Name:

      Title:

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-4-4

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      This is
one of the certificates referred to in the Pooling Agreement referred to
above.

       

      


       

      U.S. BANK
NATIONAL ASSOCIATION,

      as
Trustee

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
Signatory

       

      


       

      or

       

      CITIBANK,
N.A.,

      as
Authenticating Agent for the Trustee,

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
Signatory

       

      


       

      Date:
February 27, 2008

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-4-5

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ABBREVIATIONS

      


      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

      


      TEN COM -
as tenants in common

      TEN ENT -
as tenants by the entireties

      JT TEN -
as joint tenants with right of survivorship and not as tenants in
common

      


      UNIF GIFT
MIN ACT - _______________ Custodian ____________________

                  (Cust)                                                      (Minor)

       

      Under
Uniform Gifts to Minors Act ___________________________________

                          (State)

      


      Additional
abbreviations may also be used though not in the above list.

      ______________________________________________________________________________

      


      FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto

      


      PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

      OF
ASSIGNEE

      


      ________________________________________________________________

      ________________________________________________________________

      (Please
print or typewrite name and address, including zip code, of
assignee)

      


      ________________________________________________________________

      the
within certificate, and all rights thereunder, hereby irrevocably constituting
and appointing

      


      ________________________________________________________________

      attorney
to transfer said certificate on the books of the Certificate Registrar with full
power of substitution in the premises.

      


      Dated:                      ________________                                           __________________________

      


      Signature
Guaranteed by:_________________________________________

      


      NOTICE:
the signature to this assignment must correspond with the name as written upon
the face of the within instrument in every particular, without alteration or
enlargement or any change whatever, and must be guaranteed by a member of a
Signature Guarantee Medallion Program.

      


      A-4-6


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      


      EXHIBIT
B-1

      


      MORTGAGE
LOAN SCHEDULE

      


      


      


      


      


      


      


      


      


      


      


      


      


      DEEMED
INCORPORATED

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      B-1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B-2

      


      MORTGAGE
LOAN SCHEDULE

      


      


      


      


      


      


      


      


      


      


      


      


      


      DEEMED
INCORPORATED

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      B-2


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      FORM
OF MORTGAGE NOTE CUSTODIAL AGREEMENT

       

      
        


      

      
        Mortgage
Note Custodial Agreement

      

      February
1, 2008

       

      


      PARTIES

       

      
        	
                ·

              	
                U.S. Bank National
      Association, a national banking association, as trustee (the Trustee)

              


      

      
        	
                ·

              	
                Citibank, N.A., a
      national banking association (Citibank)

              


      

      
        	
                ·

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

              


      

      
        	
                ·

              	
                CitiMortgage, Inc., as
      Servicer and Master Servicer (CitiMortgage)

              


      

       

      BACKGROUND

       

      The
Trustee, CMSI, CitiMortgage and Citibank are entering into a Pooling and
Servicing Agreement dated February 1, 2008 relating to Citicorp Mortgage
Securities Trust, Series 2008-1 REMIC Pass-Through Certificates (the Pooling Agreement). Unless
otherwise stated, terms defined in the Pooling Agreement are used in this
agreement with the same meaning.

      Pursuant
to the Pooling Agreement,

      ·      CMSI
will sell to the Trustee, without recourse, the mortgage loans identified in
exhibit B to the Pooling Agreement, and

      ·      Citibank
has been designated as Mortgage Note Custodian.

       

      AGREEMENT

       

      1      Appointment
as Custodian; Acknowledgment of Receipt

      (a)        Citibank
will serve as Mortgage Note Custodian (Custodian) under the Pooling
Agreement. Citibank certifies to the Trustee that Citibank is qualified to serve
as Mortgage Note Custodian under the Pooling Agreement. Citibank will act as
Custodian solely for the benefit of the Trustee and the certificate
holders.

      (b)        CMSI
has delivered to Citibank, as Custodian, the mortgage notes required to be
delivered to the Mortgage Note Custodian under section 2.1 of the Pooling
Agreement. Citibank acknowledges receipt of the Pooling Agreement and the
mortgage notes.

      (c)        CitiMortgage
will pay the reasonable custodial fees and expenses of Citibank or its
successor, including the Trustee if the Trustee holds any mortgage documents
directly as Custodian.

      (d)        Upon
CitiMortgage’s receipt of notice from Citibank or the Trustee that Citibank has
breached this agreement or the Pooling Agreement, CitiMortgage will cause
Citibank to comply with this agreement and the Pooling Agreement.

      


      


      C-1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Mortgage
Note Custodial Agreement

      

      February
1, 2008

       

       

      2      Maintenance
of office

      Citibank
will maintain the mortgage notes, at the office of Citibank located at Citibank,
N.A., 5280 Corporate Drive, M/C 0005, Frederick, Md. 21703, or at such
other office of Citibank as it designates by 30 days’ prior written notice to
the Trustee and CMSI.

       

      3      Duties
of Custodian

      As
Custodian, Citibank will have all of the rights and obligations of the Mortgage
Document Custodian and Mortgage Note Custodian set forth in the Pooling
Agreement, including but not limited to the following:

      (a)        Safekeeping.
Citibank will

      ·      identify
each mortgage note by loan number, address of mortgaged property, and name of
mortgagor,

      ·      maintain
the mortgage note in secure and fire resistant facilities in accordance with
customary standards for such custody,

      ·      identify
the mortgage note as being held and to hold the mortgage note for and on behalf
of the Trustee for the benefit of all present and future certificate
holders,

      ·      maintain
accurate records pertaining to mortgage notes as will enable the Trustee to
comply with the terms and conditions of the Pooling Agreement, and

      ·      maintain
at all times a current inventory and conduct periodic physical inspections of
the mortgage notes in such a manner as will enable the Trustee and CitiMortgage
to verify the accuracy of Citibank’s record-keeping, inventory and physical
possession.

      Citibank
will promptly report to the Trustee and CitiMortgage any failure on its part to
hold the mortgage notes as provided in this agreement or the Pooling Agreement
and will promptly take appropriate action to remedy any such
failure.

      (b)        Release of mortgage notes.
Citibank is authorized, upon receipt of a direction from the Trustee pursuant to
section 3.13, “Release of mortgage files,” of the Pooling Agreement, to
release to CitiMortgage or its designee, as directed, the mortgage notes set
forth in such direction.  All mortgage notes so released will be held
by the recipient in trust for the benefit of the Trustee in accordance with the
Pooling Agreement.  Such mortgage notes will be returned to Citibank
when the need therefor in connection with foreclosure or servicing no longer
exists, unless the mortgage loan is liquidated or paid in full. Citibank is also
authorized to release any mortgage note to CMSI after purchase by CMSI of the
related mortgage loan or the property securing such mortgage loan, all as
provided in, and subject to the provisions of, the Pooling
Agreement.

      (c)        Review of mortgage notes;
administration; reports. Citibank will attend to all non-discretionary
details in connection with maintaining custody of the mortgage notes, including
reviewing each mortgage note within 90 days after issuance of the certificates
and ascertaining that the mortgage note has been executed and received, and in
connection therewith, delivering, in electronic form, such reports and
certifications to the Trustee and CMSI as are required by the

      


      C-2


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Mortgage
Note Custodial Agreement

      

      February
1, 2008

       

      Pooling
Agreement. If in the course of such review, or if at any time during the term of
this agreement, Citibank determines that a mortgage note is defective or
missing, it will promptly so notify, in electronic form, the Trustee and
CitiMortgage in accordance with the provisions of section 2.3, “Repurchase
or substitution of mortgage loans,” of the Pooling Agreement, and will, within
30 days thereafter, provide the Trustee with an updated report certifying as to
the defects or lack of the mortgage note, with any applicable exceptions noted
thereon. Citibank will assist the Trustee and CitiMortgage generally in the
preparation of reports (including by providing information reasonably requested
as necessary to such preparation) to certificate holders or to regulatory bodies
to the extent necessitated by Citibank’s custody of the mortgage
notes.

      (d)        Successor trustees. Citibank
will, in accordance with section 8.8. “Successor trustee,” of the Pooling
Agreement, amend this agreement to make a successor Trustee the successor to the
predecessor Trustee under this agreement.

       

      4      Access
to Records

      Subject
to section 3(b), upon not less than three days’ notice, Citibank will
permit the Trustee, CitiMortgage or any Subservicer appointed by CitiMortgage or
their duly authorized representatives, attorneys or auditors to inspect mortgage
notes and the books and records maintained by Citibank pursuant hereto at such
times as the Trustee, CitiMortgage or any Subservicer may reasonably request,
subject only to compliance by the Trustee, CitiMortgage or any Subservicer with
the security procedures of Citibank applied by Citibank to its own employees
having access to these and similar records.

       

      5      Instructions;
authority to act

      Citibank
will be deemed to have received proper instructions with respect to the mortgage
notes upon its receipt of written instructions signed by a Responsible Officer
of the Trustee or a Servicing Officer of the Servicer. A certified copy of a
resolution of the Board of Directors of the Trustee may be accepted by Citibank
as conclusive evidence of the authority of any such officer to act and may be
considered as in full force and effect until receipt of written notice to the
contrary by Citibank from the Trustee, CitiMortgage or any Subservicer. Such
instructions may be general or specific in terms. Citibank may rely upon and
will be protected in acting in good faith upon any such written instructions
received by it and which it reasonably believes to be genuine and duly
authorized with respect to all matters pertaining to this agreement and its
duties hereunder.

       

      6      Indemnification

      (a)        Citibank
will indemnify the Trustee for any and all liabilities, obligations, losses,
damages, payments, costs or expenses of any kind whatsoever which may be imposed
on, incurred or asserted against the Trustee as the result of any act or
omission in any way relating to the maintenance and custody by Citibank of the
mortgage notes; provided,
however, that Citibank will not be liable for any portion of any such
amount resulting from the gross negligence or willful misconduct of the
Trustee.

      


      C-3


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Mortgage
Note Custodial Agreement

      

      February
1, 2008

       

      (b)        CitiMortgage
will indemnify Citibank and hold it harmless against any loss, liability or
expense incurred without gross negligence or bad faith on Citibank’s part,
arising out of or in connection with the acceptance or administration of the
trust or trusts created under the Pooling Agreement or Citibank’s custody of the
mortgage notes, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder or under the Pooling Agreement. 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 the Trustee will be imputed to, or adversely affect,
the right of Citibank to indemnification.

       

      7      Limitation
of Custodian’s liabilities and duties

      (a)        Citibank
will not be responsible for preparing or filing any reports or returns relating
to federal, state or local income taxes with respect to this agreement, other
than for Citibank’s compensation or for reimbursement of expenses.

      (b)        Citibank
will not be responsible or liable for, and makes no representation or warranty
with respect to, the validity, adequacy or perfection of any lien upon or
security interest in any mortgage note.

      (c)        Any
other provision of this agreement to the contrary notwithstanding, Citibank will
have no notice, and will not be bound by any of the terms and conditions of any
other document or agreement executed or delivered in connection with, or
intended to control any part of, the transactions anticipated by or referred to
in this agreement unless Citibank is a signatory party to that document or
agreement. Notwithstanding the foregoing sentence, Citibank will be deemed to
have notice of the terms and conditions (including without limitation
definitions not otherwise set forth in full in this agreement) of other
documents and agreements executed or delivered in connection with, or intended
to control any part of, the transactions anticipated by or referred to in this
agreement, to the extent such terms and provisions are referenced, or are
incorporated by reference, into this agreement only as long as the Trustee or
CitiMortgage will have provided a copy of any such document or agreement to
Citibank.

      (d)        Citibank’s
rights and obligations will only be such as are expressly set forth in this
agreement or the Pooling Agreement. In no event will Citibank be obligated to
ascertain or take action except as expressly provided in this agreement or the
Pooling Agreement.

      (e)        Nothing
in this agreement will be deemed to impose on Citibank any obligation to qualify
to do business in any jurisdiction, other than (i) a jurisdiction where a
mortgage notes is or may be held by Citibank, and (ii) where failure to
qualify could have a material adverse effect on Citibank or its property or
business or on the ability of Citibank to perform it duties
hereunder.

      (f)        Subject
to section 3, under no circumstances will Citibank be obligated to verify
the authenticity of any signature on any of the documents received or examined
by it in connection with this agreement or the authority or capacity of any
person to execute or issue such document, nor will Citibank be responsible for
the value, form, substance, validity, perfection (other than by

      


       

      


       

      C-4

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Mortgage
Note Custodial Agreement

      

      February
1, 2008

       

      taking
and continuing possession of the mortgage notes), priority, effectiveness or
enforceability of any of such documents, nor will Citibank be under a duty to
inspect, review or examine the documents to determine whether they are
appropriate for the represented purpose or that they have been actually recorded
or that they are other than what they purport to be on their face.

      (g)        Citibank
will have no duty to ascertain whether or not any cash amount or payment has
been received by the Trustee, the CMSI or any third person.

      (h)        Citibank
may assign its rights and obligations under this agreement , in whole or in
part, to any Affiliate; however, Citibank will notify CMSI, CitiMortgage and the
Trustee of any such assignment. Citibank may not assign its rights or
obligations under this agreement, in whole or in part, to any other entity
without the prior written consent of CMSI, CitiMortgage and the Trustee, which
consent will not be unreasonably withheld. An “Affiliate” is an entity that
directly or indirectly controls, is controlled by or is under common control
with Citibank. Notwithstanding any such assignment, Citibank will remain liable
for all of its obligations under this agreement unless the assignment has been
approved by CMSI, CitiMortgage and the Trustee.

      (i)        Subject
to section 6, “Indemnification,” neither Citibank nor any of its
Affiliates, directors, officers, agents, and employees will be liable
for

      ·      any
action or omission to act hereunder except for its own or such person’s gross
negligence, willful misconduct, breach of this agreement or violation of
applicable law, or

      ·      any
special, indirect, punitive or consequential damages resulting from any action
taken or omitted to be taken by it or them hereunder or in connection herewith
even if advised of the possibility of such damages.

      (j)        Citibank
will not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties under this Agreement
or the Pooling Agreement or in the exercise of any of its rights and
obligations, if, in its sole judgment, it will believe that repayment of such
funds or adequate indemnity against such risk or liability is not assured to
it.

      (k)        Citibank
will not be responsible for delays or failures in performance resulting from
acts beyond its control, such as acts of God, strikes, lockouts, riots, acts of
war or terrorism, epidemics, nationalization, expropriation, currency
restrictions, governmental regulations superimposed after the fact, fire,
communication line failures, computer viruses, power failures, earthquakes or
other disasters.

      (l)        Any
entity into which Citibank may be merged or converted or with which it may be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which Citibank will be a party, or any entity succeeding to the
business of Citibank, will be the successor of Citibank hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

       

      8      Advice
of counsel

      Citibank
may rely and act upon advice of counsel with respect to its performance as
Custodian, and will not be liable for any action it reasonably takes pursuant to
such advice, provided that such action is not in violation of applicable federal
or state law.

      


      C-5


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Mortgage
Note Custodial Agreement

      

      February
1, 2008

       

       

      9      Effective
period, termination and amendment, and interpretive and additional
provisions

      This
agreement may be terminated (a) by Citibank’s resignation as Custodian, or
(b) by either CitiMortgage or the Trustee. In each case, such termination
will be effected by notice to the other parties given no less than 60 days prior
to termination. Upon notice of such termination, CitiMortgage will use its
reasonable best efforts to select a successor Custodian reasonably acceptable to
the Trustee upon substantially the same terms and conditions as set forth in
this agreement. If no such successor Custodian has been selected by the
50th day
after such notice, the Trustee may, upon prior notice to CitiMortgage, select a
successor Custodian. If no successor Custodian has been selected by CitiMortgage
or the Trustee by the effective date of the Citibank’s termination, the Trustee
will act as successor Custodian until the Trustee and CitiMortgage agree on a
successor Custodian.

      At, or as
soon as practicable after, the termination of this agreement, Citibank will
deliver the mortgage notes to the successor Custodian at such place as the
successor Custodian reasonably designates.

       

      10           Binding
arbitration

      Any
misunderstanding or dispute between Citibank and CMSI or CitiMortgage arising
out of this agreement will be settled through consultation and negotiation in
good faith and a spirit of mutual cooperation. However, if these attempts fail,
such misunderstandings or disputes will be decided by binding arbitration
conducted, upon request by either of them, in New York, New York, before a
single arbitrator designated by the American Arbitration Association (the AAA),
in accordance with the terms of the Commercial Arbitration Rules of the AAA, and
to the maximum extent applicable, the United States Arbitration Act
(Title 9 of the United States Code). Notwithstanding anything herein to the
contrary, either Citibank, CMSI or CitiMortgage may proceed to a court of
competent jurisdiction to obtain equitable relief at any time. An arbitrator may
not award punitive damages or other damages not measured by the prevailing
party’s actual damages. To the maximum extent practicable, an arbitration
proceeding under this agreement will be concluded within 180 days of the filing
of the dispute with the AAA. This arbitration clause will survive any
termination or expiration of this agreement and if any term, covenant, condition
or provision of this arbitration clause is found to be unlawful, invalid or
unenforceable, the remaining parts of the arbitration clause will not be
affected thereby and will remain fully enforceable.

       

      11           Governing
Law

      This
agreement will be governed by, and construed in accordance with, the laws of the
State of New York.

      


      


      


      


      C-6


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Mortgage
Note Custodial Agreement

      

      February
1, 2008

       

       

      12           Notice

      Notices
and other writings will be delivered or mailed, postage prepaid,

      ·      to
the Trustee at One Federal Street, 3rd Floor, Boston, Massachusetts 02110,
Attention: Corporate Trust Services,

      ·      to
Citibank, N.A. at 5280 Corporate Drive, M/C 0005, Frederick, Maryland 21703,
Attention: Loretta Badgett, with a copy to Eric K. Kawamura, Vice President
& General Counsel, Citibank, N.A., One Sansome St., 19th fl., San Francisco,
California  94104, tel: (415) 658-4371, fax: (415) 658-4294,
and

      ·      to
CMSI or CitiMortgage at 1000 Technology Drive, O’Fallon, Missouri 63368,
Attention: Daniel P. Hoffman

      or to
such other address as the Trustee, Citibank, CMSI or CitiMortgage subsequently
specifies in writing to the other parties. Notices or other writings will be
effective only upon receipt.

       

      13           Binding
Effect

      This
agreement will be binding upon and will inure to the benefit of the Trustee and
Citibank and their respective successors and permitted assigns. Concurrently
with the appointment of a successor trustee as provided in section 8.8 of
the Pooling Agreement, the Trustee, CMSI, CitiMortgage and Citibank will amend
this agreement to make the successor trustee the successor to the Trustee under
this agreement.

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      C-7


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Mortgage
Document Custodial Agreement

      

      February
1, 2008

      


      SIGNATURES

      


      


      U.S. BANK
NATIONAL ASSOCIATION,

      as
Trustee under the Pooling Agreement

      


      


      By:_______________________________

      Name:

      Title:

      


      


      CITIBANK,
N.A.

      as
Custodian

      


      


      By:_______________________________

      Name:

      Title:

      


      


      CITICORP
MORTGAGE SECURITIES, INC.

      


      


      By:_______________________________

      Name:

      Title:

      


      


      CITIMORTGAGE,
INC.

      


      


      By:_______________________________

      Name:

      Title:

      


      


      


      


      


      C-8


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
D

      FORM
OF PURCHASER LETTER

       

      


      [Purchaser]

      [Date]

      Citicorp
Mortgage Securities, Inc.

      1000
Technology Drive

      O’Fallon,
Missouri 63368

      


      Citibank,
N.A.

      Agency
& Trust

      111 Wall
Street, 15th Floor

      New York,
New York 10005

      Attn:
Securities Window

      


      Ladies
and Gentlemen:

      


      In
connection with the purchase by us of $_____________________ initial principal
balance of the Citicorp Mortgage Securities Trust, Series 2008-1 REMIC
Pass-Through Certificates class B-[4][5][6] certificates, we confirm
that:

      


      1.  We
understand that the class B-[4][5][6] certificates are not being registered
under the Securities Act of 1933, as amended (the "Securities Act") or any state
securities or "blue sky" laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Securities Act and any
such laws.

      


      2.  We
(check one)

      


      [_] have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of investment in the class B-[4][5][6]
certificates, we are able to bear the economic risk of investment in the class
B-[4][5][6] certificates and we are an accredited investor as defined in
Regulation D under the Securities Act.  We have such knowledge and
experience in financial and business matters, specifically in the field of
mortgage related securities, as to be able to evaluate the risk of purchasing a
certificate which is subordinate in right of payment, and we have direct,
personal and significant experience in making investments in mortgage related
securities.  If we are non-institutional investors, our net worth
(exclusive of our primary residence) is at least $1,000,000.

      


      [_]  are
"Qualified Institutional Buyers" within the meaning of Rule 144A promulgated
under the Securities Act.

      


      3.  We
will acquire the class B-[4][5][6] certificates for our own account or for
accounts as to which we exercise sole investment discretion and not with a view
to any distribution of the class B-[4][5][6] certificates, subject,
nevertheless, to the understanding that disposition of our property shall at all
times be and remain within our control.

      


      4.  We
agree that our class B-[4][5][6] certificates must be held indefinitely by us
unless subsequently registered under the Securities Act and any applicable state
securities or "blue sky" laws or unless exemptions from the registration
requirements of the Securities Act and such laws are available.

      


      D-1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      5.  We
agree that in the event that at some future time we wish to sell, dispose of or
otherwise transfer any of our class B-[4][5][6] certificates, we will not
transfer any of such class B-[4][5][6] certificates unless:

      


      (A)  (1)
the transfer is made to an Eligible Purchaser (as defined below), (2) a letter
to substantially the same effect as this letter is executed promptly by such
Eligible Purchaser or by an Eligible Dealer (as defined below) on behalf of such
Eligible Purchaser and (3) all offers or solicitations in connection with the
sale (if a sale), whether directly or through any agent on our behalf, are
limited only to Eligible Purchasers and are not made by means of any form of
general solicitation or general advertising whatsoever; or

      


      (B)  Such
class  B-[4][5][6] certificates are otherwise sold in a transaction
that does not require registration under the Securities Act.

      


      "Eligible
Purchaser" means an Eligible Dealer or a corporation, partnership or other
entity which we have reasonable grounds to believe and do believe can make
representations with respect to itself to substantially the same effect as the
representations set forth herein; "Eligible Dealer" means any corporation or
other entity having as a principal business acting as a broker or dealer in
securities.

      


      6.  We
understand that each of the class B-[4][5][6] certificates will bear a legend to
substantially the following effect:

      


      This
class B-[4][5][6] certificate is subordinated in right of payments to the class
A, B-1, B-2 [,][and] B-3 [,][and] [B-4] [and B-5] certificates, as described in
the Pooling Agreement referred to herein. This certificate has not been
registered under the Securities Act of 1933, as amended, and may not be sold, or
offered for sale, transferred or otherwise disposed of unless such sale,
transfer or other disposition is made pursuant to an effective registration
statement under such act and any applicable blue sky law or unless an exemption
under such act and any applicable blue sky law is available.

      


      This
certificate may not be purchased by or transferred to any person that is an
employee benefit plan subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”) or any Governmental Plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
which is, to a material extent, similar to the foregoing provisions of ERISA or
the Code (collectively, a “Plan”) or any person investing the assets of a Plan
except as provided in section 5.2 of the Pooling Agreement referred to
herein.

      


      Very
truly yours,

      


      [Name of
Purchaser]

      


      


      By:*_____________________

      Name:

      Title:

      


      [SIGNATURE
MEDALLION GUARANTEE]

      


      ___________________

      *  This
letter may be signed by Purchaser's attorney-in-fact if an executed power of
attorney to such attorney-in-fact is attached hereto; provided that, upon
written instruction from the Issuer to the Trustee, no such attachment shall be
required.

      D-2


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
E

      FORM
OF ERISA LETTER

       

      


      [Purchaser]

      


      [Date]

      


      Citicorp
Mortgage Securities, Inc.

      1000
Technology Drive

      O’Fallon,
Missouri 63368

      


      Citibank,
N.A.

      Agency
& Trust

      111 Wall
Street, 15th Floor

      New York,
New York 10005

      Attn:
Securities Window

      


      


      Ladies
and Gentlemen:

      


      In
connection with the purchase by us of $_______________ initial principal balance
of the Citicorp Mortgage Securities Trust, Series 2008-1 REMIC Pass-Through
Certificates class B-[4][5][6] certificates we confirm that:

      


      We (check
one)

      


      [_] are
not an employee benefit plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") or
any 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 Code (collectively, a
"Plan"), an agent acting on behalf of a Plan, or a person utilizing the assets
of a Plan or

      


      [_] are
an insurance company and the source of funds used to purchase the 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 with respect to which the amount of
such general account's reserves and liabilities for the contract (s) 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 or

      


      


      E-1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      [_]  have
provided a "Benefit Plan Opinion" satisfactory to Citicorp Mortgage Securities,
Inc. and the Trustee of the trust fund.  A Benefit Plan Opinion is an
opinion of counsel to the effect that the proposed transfer will not (a) cause
the assets of the trust fund to be regarded as "plan assets" and subject to the
fiduciary responsibility provisions of ERISA or the prohibited transaction
provisions of the Code or Similar Law, (b) give rise to a fiduciary duty under
ERISA, Section 4975 of the Code or Similar Law on the part of Citicorp Mortgage
Securities, Inc., the Servicer or the Trustee with respect to any Plan, or (c)
constitute a prohibited transaction under ERISA or Section 4975 of the Code or
Similar Law.

      


      [The
certificates will be registered in the name of [Nominee Name] but the
undersigned will be the beneficial owner thereof.]

      


      


      


      Very
truly yours,

      


      [Name of
Purchaser]

      


      


      


      By:*___________________

      Name:

      Title:

      


      [SIGNATURE
MEDALLION GUARANTEE]

      


      ____________________

      *  This
letter may be signed by Purchaser's attorney-in-fact if an executed power of
attorney to such attorney-in-fact is attached hereto; provided that, upon
written instruction from the Issuer to the Trustee, no such attachment shall be
required.

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      E-2