POOLING AND SERVICING AGREEMENT


     

     

     

    EXHIBIT
      4.1

     

     

    


     

    Citicorp
      Mortgage Securities, Inc.

     

     

    Depositor

     

    CitiMortgage,
      Inc.

     

    Servicer
      and Master Servicer

     

    U.S.
      Bank
      National Association

     

    Trustee

     

    Citibank,
      N.A.

     

    Paying
      Agent, Certificate Registrar

     

    and
      Authenticating Agent

     

    Pooling
      and Servicing Agreement

     

    CMALT
      (CitiMortgage Alternative Loan Trust), Series 2006-A5

     

    REMIC
      Pass-Through Certificates

     

     

    October
      1, 2006

     

    


     

    


    
      
        
           

        

        
          1

          
            

          

        

        
           

        

      

    

    



    

      Contents

       

       

      Parties
        9

       

       

      Background
        9

       

       

      Agreement
        9

       

       

      Series
        Terms 9

       

      

         

        
          	
                  12

                	
                  The
                    series 9

                


        

         

        
          	 	
                  12.1

                	
                  Establishment
                    9

                


        

         

        
          	 	
                  12.2

                	
                  General
                    terms for classes 10

                


        

         

        
          	 	
                  12.3

                	
                  Target
                    rate 12

                


        

         

        
          	 	
                  12.4

                	
                  Ratio-stripped
                    IO and PO classes 12

                


        

         

        
          	 	
                  12.5

                	
                  Loss
                    limits 12

                


        

         

        
          	 	
                  12.6

                	
                  Denominations
                    12

                


        

         

        
          	 	
                  12.7

                	
                  The
                    mortgage loans 13

                


        

         

        
          	 	
                  12.8

                	
                  Right
                    to repurchase 13

                


        

         

        
          	 	
                  12.9

                	
                  Book-entry
                    and definitive certificates 13

                


        

         

        
          	 	
                  12.10

                	
                  Voting
                    interests 13

                


        

         

        
          	 	
                  12.11

                	
                  Cash
                    deposit 13

                


        

         

         

        
          	
                  13

                	
                  Principal
                    balances 13

                


        

         

        
          	 	
                  13.1

                	
                  Class
                    balances 13

                


        

         

        
          	 	
                  13.2

                	
                  Certificate
                    balances 14

                


        

         

         

        
          	
                  14

                	
                  Allocations
                    14

                


        

         

        
          	 	
                  14.1

                	
                  Interest
                    allocations 14

                


        

         

        
          	 	
                  14.2

                	
                  Principal
                    allocations 14

                


        

         

        
          	 	
                  14.3

                	
                  Unscheduled
                    principal 15

                


        

         

        
          	 	
                  14.4

                	
                  Maintenance
                    of subordination 16

                


        

         

         

        
          	
                  15

                	
                  Allocations
                    among the senior classes
                    16

                


        

         

        
          	 	
                  15.1

                	
                  Order
                    of allocation among senior target-rate classes
                    16

                


        

         

        
          	 	
                  15.2

                	
                  NAS
                    classes 17

                


        

         

        
          	 	
                  15.3

                	
                  PAC
                    and TAC
                    classes 17

                


        

         

         

        
          	
                  16

                	
                  Distributions
                    17

                


        

         

        
          	 	
                  16.1

                	
                  Types
                    of distributions 17

                


        

         

        
          	 	
                  16.2

                	
                  Accrual
                    and accrual directed classes
                    18

                


        

         

        
          	 	
                  16.3

                	
                  Distribution
                    priorities 18

                


        

         

        
          	 	
                  16.4

                	
                  Distributions
                    to certificate holders 19

                


        

         

        
          	 	
                  16.5

                	
                  Final
                    distribution on the residual certificates
                    19

                


        

         

        
          	 	
                  16.6

                	
                  Wire
                    transfer eligibility 19

                


        

         

         

        
          	
                  17

                	
                  Adjustments
                    to class balances 19

                


        

         

         

        
          	
                  18

                	
                  Loss
                    recoveries 20

                


        

         

         

        
          	
                  19

                	
                  Additional
                    structuring features 21

                


        

         

         

        
          	
                  20

                	
                  LIBOR
                    classes 21

                


        

         

         

        
          	
                  21

                	
                  Composite
                    and component classes 22

                


        

         

         

        
          	
                  22

                	
                  Multiple-pool
                    series 22

                


        

         

        
          	 	
                  22.1

                	
                  Adjustment
                    of subordinated component class principal balances
                    23

                


        

         

        
          	 	
                  22.2

                	
                  Maintenance
                    of subordination 24

                


        

         

        
          	 	
                  22.3

                	
                  Distribution
                    shortfalls 24

                


        

         

        
          	 	
                  22.4

                	
                  Undersubordination
                    25

                


        

         

        
          	 	
                  22.5

                	
                  Undercollateralization
                    26

                


        

         

        
          	 	
                  22.6

                	
                  Non-subordinated
                    interest shortfalls 27

                


        

         

         

        
          	
                  23

                	
                  Super
                    senior classes 27

                


        

         

         

        
          	
                  24

                	
                  Retail
                    classes 28

                


        

         

         

        
          	
                  25

                	
                  Insured
                    classes 28

                


        

         

         

        
          	
                  26

                	
                  Advance
                    account 28

                


        

         

         

        
          	
                  27

                	
                  REMIC
                    provisions
                    28

                


        

         

        
          	 	
                  27.1

                	
                  Constituent
                    REMICs
                    28

                


        

         

        
          	 	
                  27.2

                	
                  The
                    class P and class L regular interests
                    28

                


        

         

        
          	 	
                  27.3

                	
                  Distributions
                    to class P and class L regular interests
                    29

                


        

         

        
          	 	
                  27.4

                	
                  REMIC
                    accounts and distributions 30

                


        

         

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

         

         

        
          	 	
                  27.5

                	
                  Tax
                    matters person 32

                


        

         

        
          	 	
                  28

                	
                  Yield
                    maintenance agreement 32

                


        

         

        
          	 	
                  28.1

                	
                  Agreement
                    32

                


        

         

        
          	 	
                  28.2

                	
                  Tax
                    treatment 33

                


        

         

         

        
          	
                  29

                	
                  Notice
                    addresses 34

                


        

         

         

        
          	
                  30

                	
                  Initial
                    Depositories 34

                


        

         

      

       

      Standard
        Terms 35

       

      1 Definitions
        and usages 35

       

      1.1 Defined
        terms 35

       

      1.2 Usages
        51

       

          1.3 Calculations
        respecting mortgage loans 51

       

      2 Transfer
        of mortgage loans and issuance of certificates; repurchase and substitution
        52

       

      2.1 Transfer
        of mortgage loans 52

       

      2.2 CMSI'srepresentations
        and warranties 56

       

          2.3 Repurchase
        or substitution of mortgage loans 57

       

      3 Servicing
        59

       

      3.1 CitiMortgage
        as servicer and master servicer 59

       

      3.2 Collections
        61

       

      3.3 Certificate
        and other accounts 61

       

      3.4 Prepayment
        interest shortfalls 64

       

      3.5 Advances
        64

       

      3.6 Distributions
        66

       

      3.7 Third-party
        servicing 69

       

      3.8 Permitted
        withdrawals from certificate account 70

       

      3.9 Expenses
        71

       

      3.10 Primary
        mortgage insurance 72

       

      3.11 Hazard
        insurance 72

       

      3.12 Realization
        on defaulted mortgage loans 72

       

      3.13 Release
        of mortgage files 75

       

      3.14 Reports
        to certificate holders and others 75

       

      3.15 Tax
        returns and reports 77

       

      3.16 Application
        of buydown funds 78

       

      3.17 Assumption
        and modification agreements 79

       

      3.18 Refinancings
        and curtailments; loan modifications 79

       

      3.19 Investment
        accounts 80

       

      3.20 Paying
        Agent and Certificate Registrar 83

       

          3.21 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 91

       

      5.4 Persons
        deemed owners 92

       

      5.5 Access
        to
        list of certificate holders’ names and addresses 92

       

      5.6 Definitive
        certificates 93

       

          5.7 Notices
        to Clearing Agency 93

       

       

      6 [Reserved]
        93

       


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      7 Default
        93

       

      7.1 Events
        of
        Default 93

       

          7.2 Trustee
        to act; appointment of successor 94

       

      8 The
        Trustee 95

       

      8.1 Duties
        95

       

      8.2 Liability
        96

       

      8.3 Trustee
        not liable for certificates or mortgage loans 96

       

      8.4 Trustee
        may own certificates 97

       

      8.5 Trustee’s
        fees and expenses 97

       

      8.6 Eligibility
        requirements for Trustee 98

       

      8.7 Resignation
        or removal of Trustee 98

       

      8.8 Successor
        trustee 99

       

      8.9 Merger
        or
        consolidation of Trustee 100

       

      8.10 Appointment
        of co-trustee or separate trustee 100

       

      8.11 Tax
        returns 101

       

          8.12 Appointment
        of authenticating agent 101

       

      9 Termination
        102

       

          9.1 Termination
        upon repurchase by cmsi
        or
        liquidation of all mortgage loans 102

       

      10 General
        provisions 105

       

      10.1 Amendments
        105

       

      10.2 Recordation
        of Agreement 106

       

      10.3 Limitation
        on rights of certificate holders 106

       

      10.4 Governing
        law 106

       

      10.5 Maintenance
        of remics
        106

       

      10.6 Notices
        107

       

      10.7 Severability
        of provisions 107

       

      10.8 Assignment
        107

       

          10.9 Certificates
        nonassessable and fully paid 107

       

      11 Depositories
        107

       

      
        11.1
          Depositories
          107

      

       

       

      Signatures
        and acknowledgments 109

      


    

     

    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 

     

     

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

     

     

    Exhibit
      D: Form of Purchaser Letter D-1

     

     

    Exhibit
      E: Form of ERISA Letter E-1

     

     

    Exhibit
      F: Form of Yield Maintenance Agreement F-1

     

    


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


     

    Defined
      Terms

     

    


    accrual
      class, 18

    accrual
      termination day, 35

    advance
      account, 28

    advance
      account advances, 28

    advance
      account available advance amount, 28

    advance
      account depository, 28

    advance
      account depository agreement, 28

    advance
      account funding date, 28

    advance
      account trigger date, 28

    affiliate,
      35

    affiliated
      mortgage loans, 59

    affiliated
      Paying Agent advances, 65

    affiliated
      servicing fee rate, 35

    Agent,
      89

    aggregate
      outstanding advances, 35

    allocated
      loss, 20

    alternative
      certificate account, 108

    alternative
      custodial accounts for P&I, 108

    alternative
      escrow account, 108

    alternative
      servicing account, 108

    applicable
      constituent REMIC,
      28

    appraisal,
      35

    assumed
      principal balance, 33

    Authenticating
      Agent, 10, 101

    Authorized
      Officer, 35

    Bankruptcy
      Code, 35

    bankruptcy
      coverage termination date, 35

    bankruptcy
      loss, 35

    bankruptcy
      loss limit, 35

    beneficial
      owner, 36

    book-entry
      certificates, 13

    business
      day, 36

    buydown
      account, 36

    buydown
      funds, 36

    buydown
      mortgage loan, 36

    buydown
      subsidy agreement, 36

    certificate
      account, 61

    certificate
      holder, 36

    certificate
      insurance policy, 28

    certificate
      rate, 10

    Certificate
      Register, 88

    Certificate
      Registrar, 10

    certificates,
      9

    Citibank
      banking affiliate, 36

    CitiMortgage,
      9

    class,
      36

    class
      A-PO, 9

    class
      A-PO certificates, 9

    class
      B
      holder, 59

    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
      IIIA-IO, 9

    class
      IIIA-IO certificates, 9

    class
      IIIA-x, 9

    class
      IIIA-x
      certificates, 9

    class
      L
      regular interest, 29

    class
      LR
      certificates, 9

    class
      P
      regular interests, 28

    class
      percentage, 36

    class
      PR
      certificates, 9

    class
      R
      certificates, 9

    classes
      A-x
      through
      A-y,
      37

    classes
      B-x
      through
      B-y,
      37

    Clearing
      Agency, 37

    Clearing
      Agency Participant, 37

    closing
      date, 10

    CMSI,
      9

    collected
      servicing fee, 37

    component
      classes, 22

    composite
      class, 22

    constituent
      REMIC,
      28

    corporate
      trust office, 34

    cumulative
      loss test, 15

    current
      interest allocation, 14

    custodial
      accounts for P&I, 63

    custodial
      investment account, 81

    cut-off
      date, 9

    debt
      service reduction, 37

    deficient
      valuation, 37

    definitive
      certificates, 13

    delegated
      servicer, 37

    delinquency
      test, 16

    denominations,
      12

    Depository,
      38

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    determination
      date, 38

    discount
      loan, 38

    disqualified
      organization, 89

    distribution
      account, 66

    distribution
      day, 10

    distribution
      day data, 68

    distribution
      day statement, 69

    distribution
      report, 76

    Eligible
      Account, 38

    Eligible
      Investments, 81

    eligible
      substitute mortgage loan, 58

    ERISA,
      38

    ERISA
      Prohibited holder, 89

    ERISA
      Restricted Certificates, 38

    escrow
      accounts, 63

    Events
      of
      Default, 93

    Exchange
      Act, 38

    extraordinary
      event, 38

    FDIC,
      38

    Fitch,
      38

    fraud
      loss, 39

    fraud
      loss limit, 38

    Furnished
      Document, 95

    GIC,
      39

    GNMA,
      39

    group,
      22, 39

    group
      target-rate class percentage, 39

    Guide,
      39

    high-cost
      mortgage loan, 39

    holder,
      39

    hypothetical
      mortgage loan, 39

    impaired
      subordination level, 16

    independent
      accountants, 39

    Indirect
      Participant, 39

    initial,
      39

    initial
      bankruptcy loss limit, 12

    initial
      fraud loss amount, 12

    initial
      special hazard loss limit, 12

    insurance
      premium, 28

    insurance
      proceeds, 39

    insured
      class, 28

    Insurer,
      28

    interest
      allocation, 14

    interest
      allocation carryforward, 14

    interest
      distribution, 17

    interest
      portion of a liquidated loan loss, 40

    interest
      portion of a realized loss, 47

    Internal
      Revenue Code, 40

    investment
      account, 40

    Investment
      Income, 40

    IO
      class,
      40

    IO
      loan,
      40

    IO
      strip,
      40

    last
      scheduled distribution day, 10

    latest
      possible maturity date, 10

    LIBOR,
      21

    LIBOR
      accrual
      period, 21

    LIBOR
      classes,
      21

    liquidated
      loan, 40

    liquidated
      loan loss, 40

    liquidation
      expenses, 40

    liquidation
      proceeds, 40

    loss
      recovery, 41

    LOWER-TIER
      REMIC,
      28

    lower-tier
      REMIC
      account,
      31

    master
      servicer, 59

    master
      servicing fee, 41

    master
      servicing fee rate, 41

    material
      breach, 57

    MERS,
      53

    month,
      41

    monthly
      affiliated servicing fee rate, 35

    monthly
      master servicing fee rate, 41

    monthly
      pass-through rate, 44

    monthly
      third-party servicing fee rate, 50

    Moody’s,
      41

    mortgage,
      41

    Mortgage
      Document Custodial Agreement, 52

    Mortgage
      Document Custodian, 52

    mortgage
      documents, 41

    mortgage
      file, 41

    mortgage
      loan, 41

    mortgage
      loan schedule, 41

    mortgage
      note, 41

    Mortgage
      Note Custodian, 41

    mortgage
      note rate, 41

    mortgaged
      property, 41

    mortgagor,
      41

    multiple-pool
      series, 41

    NAS
      classes,
      17

    net
      liquidation proceeds, 41

    net
      Paying Agent advances, 42

    net
      REO
      proceeds, 42

    net
      voluntary advances, 42

    non-accelerated
      senior classes, 17

    nonrecoverable
      advance, 42

    non-subordinated
      losses, 42

    non-supported
      prepayment interest shortfall, 42

    notional
      balance, 13

    officer’s
      certificate, 42

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    opinion
      of counsel, 42

    order
      of
      seniority, 42

    order
      of
      subordination, 42

    original
      value, 43

    Originator,
      43

    outstanding,
      43

    overcollateralized,
      26

    PAC
      class,
      17

    Participant,
      44

    pass-through
      rate, 44

    Paying
      Agent, 10

    Paying
      Agent failure, 28

    Paying
      Agent failure advance, 28

    percentage
      interest, 44

    person,
      44

    planned
      amortization class, 17

    PO
      class,
      44

    PO
      loan,
      44

    PO
      strip,
      44

    pool,
      44

    pool
      distribution amount, 45

    pool
      I,
      22

    pool
      II,
      22

    pool
      III,
      22

    POOLING
      REMIC,
      28

    pooling
      REMIC
      account,
      31

    predatory
      lending law, 45

    Predecessor
      Certificates, 45

    premium
      loan, 45

    prepayment
      interest shortfall, 45

    primary
      mortgage insurance certificate, 45

    principal
      allocation, 14

    principal
      balance, 13

    principal
      distribution, 17

    principal
      portion of a liquidated loan loss, 40

    principal
      portion of a realized loss, 47

    principal
      prepayment, 45

    private
      certificates, 45

    Proceeding,
      45

    property
      protection expenses, 45

    Purchaser,
      10

    Qualified
      GIC, 45

    Qualified
      Nominee, 46

    rating
      agency, 10

    ratio-stripped
      IO class, 47

    ratio-stripped
      IO loan, 47

    ratio-stripped
      PO class, 47

    ratio-stripped
      PO loan, 47

    realized
      losses, 47

    record
      date, 47

    reduction
      amount, 25

    regular
      interests, 28

    Regulation
      AB, 84

    reimbursement,
      18

    relevant
      servicer, 47

    Relieved
      interest, 65

    REMIC,
      47

    REMIC
      Provisions, 47

    remittance
      delinquency, 64

    remittances
      on affiliated mortgage loans, 62

    remittances
      on third-party loans, 63

    REO
      loan,
      47

    REO
      proceeds, 47

    REO
      property, 47

    Required
      Amount of Certificates, 47

    reserve
      fund, 28

    residual
      certificates, 10

    residual
      distribution, 18

    residual
      interest, 28

    Responsible
      Officer, 48

    retail
      class,
      28

    retail
      reserve fund,
      28

    S&P,
      48

    scheduled
      monthly loan payment, 48

    scheduled
      principal balance, 48

    scheduled
      principal payments, 48

    scheduled
      servicing fee, 48

    Securities
      Act, 48

    senior
      classes, 9

    senior
      to, 48

    Series
      Terms, 9

    servicing
      account advances, 64

    servicing
      accounts, 62

    Servicing
      Officer, 48

    Similar
      Law, 91

    single
      certificate, 48

    single-pool
      series, 48

    special
      hazard loss, 48

    special
      hazard loss limit, 49

    special
      hazard percentage, 49

    special
      servicer, 60

    special
      servicing agreement, 59

    specially
      serviced mortgage loans, 60

    Standard
      Terms, 9

    startup
      day, 10

    subordinate
      to, 49

    subordinated
      classes, 9

    subordinated
      losses, 49

    subordination
      depletion date, 49

    subordination
      level, 16

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    substitution
      adjustment amount, 59

    substitution
      day, 58

    super
      senior classes, 27

    super
      senior support classes, 27

    TAC
      class,
      17

    target
      rate, 12

    targeted
      amortization class, 17

    target-rate
      class, 12

    target-rate
      class percentage, 49

    target-rate
      loan, 49

    target-rate
      strip, 49

    tax
      matters person, 32

    third-party
      mortgage loans, 59

    third-party
      Paying Agent advance, 66

    third-party
      servicer, 59

    third-party
      servicer advance, 65

    third-party
      servicing agreement, 59

    third-party
      servicing fee, 50

    third-party
      servicing fee rate, 50

    Transfer
      Instrument, 50

    Trust,
      9

    Trust
      Fund, 50

    Trustee,
      9

    U.S.
      person, 50

    uncommitted
      cash, 50

    uncommitted
      cash advances, 65

    undercollateralized,
      26

    undersubordination,
      25

    Underwriter,
      10

    unscheduled
      principal payments, 50

    upper-tier
      REMIC,
      28

    upper-tier
      REMIC
      account,
      31

    voluntary
      advance, 65

    voting
      interest, 13

    yield
      maintenance agreement, 32

    yield
      maintenance amount, 33

    yield
      maintenance payments, 33

    yield
      maintenance provider, 32

    yield
      maintenance reserve fund, 33

    


     

    
      
        
           

        

        
          8

          
            

          

        

        
           

        

      

    

    


    POOLING
      AND SERVICING AGREEMENT 

    October
      1, 2006

     

    PARTIES

    
      	
              ·

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

            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

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

            


    

     

    
      	
              ·

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

            


    

     

    BACKGROUND

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

     

    AGREEMENT

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

     

    SERIES
      TERMS

     

    
      	
              12

            	
              The
                series

            


    

     

    12.1 Establishment

    A
      common
      law trust is established under New York law as of October 1, 2006 (the
cut-off
      date),
      to be
      called the “CMALT
      (CitiMortgage Alternative Loan Trust), Series 2006-A5” (the Trust).
      CMSI
      is the
      settlor of the Trust, and U.S. Bank National Association is the trustee (in
      such
      capacity, the Trustee).

    The
      Trust
      will issue a series of certificates designated as “CMALT
      (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC
      Pass-Through
      Certificates.” The certificates will consist of and be further designated
      as

    (i) 21
      senior
      classes
      of
      certificates individually designated as

    · for
      each
      integer x,
      from 1
      through 13, 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);

    · for
      each
      integer x,
      from 1
      through 3, inclusive, “Senior Class IIIA-x
      Certificates” (the class
      IIIA-x certificates
      or
class
      IIIA-x);

    · “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);

    · “Senior
      Class IIIA-IO Certificates” (the class
      IIIA-IO certificates
      or
class
      IIIA-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) three
      residual interests individually designated as

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

    · “Class
      LR
      Certificates” (the class
      LR certificates),
      and

    · “Class
      R
      Certificates” (the class
      R certificates).
      

     

    
      
        
           

        

        
          9

          
            

          

        

        
           

        

      

    

    


    The
      class
      PR, LR and R certificates together constitute the residual
      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.

    The
      Mortgage Document Custodian is Citibank, N.A. 

    The
      Underwriter
      and the
Purchaser
      for the
      series is Credit Suisse Securities (USA)
      LLC.

    The
      certificates will be first executed, authenticated and delivered on October
      26,
      2006 (the closing
      date).
      The
      closing date will also be the startup
      day.

    The
      25th
      day of each month (or if the 25th is not a business day, the next succeeding
      business day), beginning in November 2006, will be a distribution
      day.
      The
last
      scheduled distribution day
      for each
      class is specified in the following table. The latest
      possible maturity date
      of each
      class for purposes of section 860G(a)(1) of the Internal Revenue Code and
      Treasury Regulations section 1.860G-1(a)(4)(iii) will be October 25,
      2036.

    The
      nationally recognized statistical rating
      agencies
      for the
      senior classes are Moody’s and Fitch, and for the class IA-5, IA-12 and IA-13
      certificates only, S&P, and 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

               

            	
              $100,000,000.00

               

            	
               

              (3)

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-2

               

            	
              $222,736,730.00

              (notional)(4)

               

            	
               

              (3)

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-3

               

            	
              $37,122,789.00

               

            	
               

              0%

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-4

               

            	
              $12,500,000.00

               

            	
               

              6%

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-5

               

            	
              $100,000,000.00

               

            	
               

              (3)

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-6

               

            	
              $1,895,124.00

               

            	
               

              6%

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-7

               

            	
              $100,000,000.00

              (notional)(5)

               

            	
               

              (3)

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-8

               

            	
              $27,700,000.00

               

            	
               

              6%

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-9

               

            	
              $100,000,000.00

              (notional)(6)

               

            	
               

              (3)

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-10

               

            	
              $35,665,000.00

               

            	
               

              6%

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-11

               

            	
              $50,070,357.00

               

            	
               

              6%

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-12

               

            	
              $10,000,000.00

               

            	
               

              6%

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-13

               

            	
              $122,736,730.00

               

            	
               

              (3)

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-IO

               

            	
              $512,049,751.00

              (notional)(7)

               

            	
               

              (8)

               

            	
               

              N/A

               

            	
               

              N/A

               

            	
              October
                25, 2036

               

            
	
              IIA-1

               

            	
              $20,772,000.00

               

            	
               

              5.
                5%

               

            	
               

              N/A

               

            	
               

              N/A

               

            	
              August
                25, 2021

               

            
	
              IIA-IO

               

            	
              $21,785,398.00

              (notional)(7)

               

            	
              (8)

               

            	
              N/A

               

            	
              N/A

               

            	
              August
                25, 2021

               

            


    

    


    


    
      
        
           

        

        
          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

            


    

    
      	
              IIIA-1

               

            	
              $40,000,000.00

               

            	
              6%

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IIIA-2

               

            	
              $1,000,000.00

               

            	
              6%

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IIIA-3

               

            	
              $10,227,000.00

               

            	
              6%

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IIIA-IO

               

            	
              $52,868,927.00

               

              (notional)(7)

               

            	
              (8)

               

            	 	 	
              October
                25, 2036

               

            
	
              A-PO
                (composite)

               

            	
              $491,911.00

               

            	
              0%
                (9)

               

            	
              N/A

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IA-PO
                (component)

               

            	
              $443,324.00
                

               

            	
              0%

               

            	
              N/A

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIA-PO
                (component)

               

            	
              $0.00

               

            	
              0%

               

            	
              N/A

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIIA-PO
                (component)

               

            	
              $48,587.00

               

            	
              0%

               

            	
              N/A

               

            	
              N/A

               

            	
              N/A

               

            
	
              B-1
                (composite)

               

            	
              $13,157,000.00

               

            	
              Blended

               

            	
              2.202019054093%

               

            	
              2.450061822037%

               

            	
              October
                25, 2036

               

            
	
              IB-1
                (component)

               

            	
              $11,494,268.67

               

            	
              6%

               

            	
              2.202035436754%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIB-1
                (component)

               

            	
              $479,474.91

               

            	
              5.5%

               

            	
              2.200900317223%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIIB-1
                (component)

               

            	
              $1,183,256.42

               

            	
              6%

               

            	
              2.202313512828%

               

            	
              N/A

               

            	
              N/A

               

            
	
              B-2
                (composite)

               

            	
              $5,082,000.00

               

            	
              Blended

               

            	
              0.850548060568%

               

            	
              1.600213429755%

               

            	
              October
                25, 2036

               

            
	
              IB-2
                (component)

               

            	
              $4,439,756.28

               

            	
              6%

               

            	
              0.850554388507%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIB-2
                (component)

               

            	
              $185,201.15

               

            	
              5.5%

               

            	
              0.850115939205%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIIB-2
                (component)

               

            	
              $457,042.57

               

            	
              6%

               

            	
              0.850661797689%

               

            	
              N/A

               

            	
              N/A

               

            
	
              B-3
                (composite)

               

            	
              $3,288,000.00

               

            	
              Blended

               

            	
              0.550295557487%

               

            	
              1.050370550215%

               

            	
              October
                25, 2036

               

            
	
              IB-3
                (component)

               

            	
              $2,872,475.14

               

            	
              6%

               

            	
              0.550299651596%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIB-3
                (component)

               

            	
              $119,823.17

               

            	
              5.5%

               

            	
              0.550015979557%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIIB-3
                (component)

               

            	
              $295,701.69

               

            	
              6%

               

            	
              0.550369144195%

               

            	
              N/A

               

            	
              N/A

               

            
	
              B-4
                (composite)

               

            	
              $2,690,000.00

               

            	
              Blended

               

            	
              0.450211389793%

               

            	
              0.600529508255%

               

            	
              October
                25, 2036

               

            
	
              IB-4
                (component)

               

            	
              $2,350,048.09

               

            	
              6%

               

            	
              0.450214739292%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIB-4
                (component)

               

            	
              $98,030.52

               

            	
              5.5%

               

            	
              0.449982659674%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIIB-4
                (component)

               

            	
              $241,921.39

               

            	
              6%

               

            	
              0.450271593031%

               

            	
              N/A

               

            	
              N/A

               

            
	
              B-5
                (composite)

               

            	
              $1,793,000.00

               

            	
              Blended

               

            	
              0.300085138252%

               

            	
              0.300691222666%

               

            	
              October
                25, 2036

               

            
	
              IB-5
                (component)

               

            	
              $1,566,407.52

               

            	
              6%

               

            	
              0.300087370837%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIB-5
                (component)

               

            	
              $65,341.53

               

            	
              5.5%

               

            	
              0.299932679850%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIIB-5
                (component)

               

            	
              $161,250.95

               

            	
              6%

               

            	
              0.300125266284%

               

            	
              N/A

               

            	
              N/A

               

            
	
              B-6
                (composite)

               

            	
              $1,798,100.47

               

            	
              Blended

               

            	
              0.300938777541%

               

            	
              N/A

               

            	
              October
                25, 2036

               

            
	
              IB-6
                (component)

               

            	
              $1,570,863.41

               

            	
              6%

               

            	
              0.300941016477%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIB-6
                (component)

               

            	
              $65,527.40

               

            	
              5.5%

               

            	
              0.300785885447%

               

            	
              N/A

               

            	
              N/A

               

            
	
              IIIB-6
                (component)

               

            	
              $161,709.65

               

            	
              6%

               

            	
              0.300979019724%

               

            	
              N/A

               

            	
              N/A

               

            


    

     

    ____________

    
      	
              (1)

            	
              The
                initial target-rate class percentages
                are:

            


    

     

    
      	
              senior
                target-rate classes:

               

            	
              95.345902022265%

               

            
	
              group
                I senior target-rate classes:

               

            	
              95.345867396537%

               

            
	
              group
                II senior target-rate classes:

               

            	
              95.348266539045%

               

            
	
              group
                III senior target-rate classes:

               

            	
              95.345279666249%

               

            
	
              subordinated
                classes:

               

            	
              4.654097977735%

               

            


    

    
      	
              (2)

            	
              The
                initial subordination level for the senior classes is
                4.650269475963%.

            


    

     

    


    
      
        
           

        

        
          11

          
            

          

        

        
           

        

      

    

    


    
      	
              (3)

            	
              The
                annual certificate rates for the first LIBOR
                accrual period of October 25, 2006 through November 24, 2006, the formulas
                for the annual certificate rates subsequent to the first LIBOR
                accrual period, and the maximum and minimum annual certificate rates
                for
                each LIBOR
                class are as follows:

            


    

     

    
      	 	 	
              Annual
                certificate rate

            
	
              Class

               

            	
              LIBOR
                accrual period beginning date

               

            	
              For
                first accrual period

               

            	
              Formula
                for subsequent accrual periods

               

            	
              Maximum
                

               

            	
              Minimum
                

               

            
	
              IA-1

               

            	
              25th
                day of month

               

            	
              5.72%

               

            	
              LIBOR
                +
                0.4%

               

            	
              7%

               

            	
              0.4%

               

            
	
              IA-2

               

            	
              25th
                day of month

               

            	
              1.23%

               

            	
              6.55%
                -
                LIBOR

               

            	
              6.55%

               

            	
              0%

               

            
	
              IA-5

               

            	
              25th
                day of month

               

            	
              5.97%

               

            	
              LIBOR
                +
                0.65%*

               

            	
              6%*

               

            	
              0.65%

               

            
	
              IA-7

               

            	
              25th
                day of month

               

            	
              0.05%

               

            	
              6.6%
                -
                LIBOR

               

            	
              0.05%

               

            	
              0%

               

            
	
              IA-9

               

            	
              25th
                day of month

               

            	
              0.03%

               

            	
              5.35%
                -
                LIBOR

               

            	
              5.35%

               

            	
              0%

               

            
	
              IA-13

               

            	
              25th
                day of month

               

            	
              5.77%

               

            	
              LIBOR
                +
                0.45%

               

            	
              7%

               

            	
              0.45%

               

            


    

     

    
      	 	
              *

            	
              Class
                IA-5 will benefit from a yield maintenance agreement with Credit
                Suisse
                International that may provide additional payments to holders of
                class
                IA-5 certificates for distribution days for which LIBOR
                is
                greater than 5.35%. 

            


    

     

    
      	
              (4)

            	
              The
                notional balance of class IA-2 on any distribution day will equal
                the sum
                of the principal balances of classes IA-1 and IA-13 on that distribution
                day.

            


    

     

    
      	
              (5)

            	
              The
                notional balance of class IA-7 on any distribution day will equal
                the
                principal balance of class IA-1 on that distribution
                day.

            


    

     

    
      	
              (6)

            	
              The
                notional balance of class IA-9 on any distribution day will equal
                the
                principal balance of class IA-5 on that distribution
                day.

            


    

     

    
      	
              (7)

            	
              After
                the first distribution day, ratio-stripped IO classes IA-IO, IIA-IO
                and
                IIIA-IIO 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.

            


    

     

    
      	
              (8)

            	
              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:

            


    

     

    
      	
              Class
                IA-IO

               

            	
              0.6026068204%

               

            
	
              Class
                IIA-IO

               

            	
              0.7268879724%

               

            
	
              Class
                IIIA-IO

               

            	
              0.6125922208%

               

            


    

    
      	
              (9)

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

            


    

     

     

    12.3 Target
      rate

    The
      per
      annum target
      rates
      for the
      pools are

    pool
      I: 6%

    pool
      II: 5.5%

    pool
      III 6%

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

     

    12.4 Ratio-stripped
      IO and PO classes

    Each
      of
      classes IA-IO, IIA-IO and IIIA-IO is a ratio-stripped IO class, and class A-PO
      is a ratio-stripped PO class. 

     

    12.5 Loss
      limits

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

     

    12.6 Denominations

    The
      denominations
      of


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

    


    
      
        
           

        

        
          12

          
            

          

        

        
           

        

      

    

    


    
      · 
        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 20- to 30-year fixed-rate conventional one- to
      four-family mortgage loans, 

    · pool
      II
      will consist primarily of 12- to 15-year fixed-rate conventional one- to
      four-family mortgage loans, and

    · pool
      III
      will consist primarily of 30-year fixed-rate conventional one- to four-family
      mortgage loans. 

     

    12.8 Right
      to repurchase

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

    · the
      aggregate scheduled principal balance of the mortgage loans is less than
      $59,798,901.15 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

    


    
      
        
           

        

        
          13

          
            

          

        

        
           

        

      

    

    


    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 proportional share, based on the initial
      principal or notional balances stated on the certificates of the class, of
      the
      principal balance or notional balance of the class to which the certificate
      belongs.

     

    
      	
              14

            	
              Allocations

            


    

     

    14.1 Interest
      allocations

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

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

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

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

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

    · the
      class’s current
      interest allocation
      for the
      distribution day, consisting of the class’s accrued interest for the preceding
      month minus
      the
      class’s proportional 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

    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

    


    
      
        
           

        

        
          14

          
            

          

        

        
           

        

      

    

    


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

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

     

    14.3 Unscheduled
      principal

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

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

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

    
      	
               

              distribution
                days

            	
               

              percentage

            
	
              1
                through
                60

            	
              100%

            
	
              61
                through
                72

            	
              70%

            
	
              73
                through
                84

            	
              60%

            
	
              85
                through
                96

            	
              40%

            
	
              97
                through
                108

            	
              20%

            
	
              109
                and after

               

            	
              0%

               

            


    

    provided,
      that


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

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

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

    
      	
               

              distribution
                days 

            	
               

              percentage
                of initial principal balance of subordinated
                classes

            
	
              61 through
                72

            	
              30%

            
	
              73 through
                84

            	
              35%

            


    

     

    
      	
               

              distribution
                days 

            	
               

              percentage
                of initial principal balance of subordinated
                classes

            
	
              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 real estate owned by the Trust as a result of mortgagor default)
      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.

     

    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.

     

    
      	
              15

            	
              Allocations
                among the senior classes

            


    

     

    15.1 Order
      of allocation among senior target-rate classes

    On
      each
      distribution day before the subordination depletion date, 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 as follows:

    
      	
              A.

            	
              52.2131284535%
                to classes IA-1, IA-3 and IA-13, in proportion to their principal
                balances, until their principal balances are reduced to
                zero.

            


    

    
      	
              B.

            	
              47.7868715465%
                sequentially as follows:

            


    

    
      	 	
              i.

            	
              to
                classes IA-4, IA-8 and IA-12, the

            


    

    


    
      
        
           

        

        
          15

          
            

          

        

        
           

        

      

    

    


    amounts
      determined under ‘‘NAS
      classes’’ below. 

    
      	 	
              ii.

            	
              the
                lesser of 99.99% of the remaining principal distribution under this
                paragraph B and $1,331,000, sequentially as
                follows:

            


    

    a. Beginning
      on the November 2008 distribution day, 99.99% of the principal distribution
      under this paragraph ii to class IA-10 until its principal balance is reduced
      to
      zero.

    b. Sequentially
      to classes IA-11 and IA-10, in that order, until their principal balances are
      reduced to zero.

    
      	 	
              iii.

            	
              To
                class IA-5 until its principal balance is reduced to
                zero.

            


    

    
      	 	
              iv.

            	
              Beginning
                on the November 2008 distribution day, 99.99% of the principal
                distribution under this paragraph iv to class IA-10 until its principal
                balance is reduced to zero.

            


    

    
      	 	
              v.

            	
              Sequentially
                to classes IA-11, IA-10 and IA-6, in that order, until their principal
                balances are reduced to zero.

            


    

    
      	 	
              vi.

            	
              To
                classes IA-4, IA-8 and IA-12, 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. 

    Group
      III:
      Principal allocated to the group III senior target-rate classes from the pool
      III target-rate strip will be allocated sequentially as follows:

    First,
      to
      class IIIA-3, the amounts determined under ‘‘NAS
      classes’’ below.

    Second,
      sequentially to classes IIIA-1, IIIA-2, and IIIA-3, in that order, until their
      principal balances are reduced to zero.

    Beginning
      on the subordination depletion date, the priorities stated above will cease
      to
      be in effect, and the principal allocation for the senior target-rate classes
      of
      each group will be allocated to the senior target-rate classes of the group
      in
      proportion to their principal balances on the preceding day, except
      that
      allocations to classes IA-1, IA-4, IA-5, IA-12 and IA-13 will be further
      reallocated as described in “super senior classes” below.

     

    15.2 NAS
      classes

    Classes
      IA-4, IA-8, IA-12 and IIIA-3 are non-accelerated
      senior,
      or
NAS
      classes.


    For
      the
      first 60 distribution days, the principal allocation for a NAS
      class
      will be zero. For distribution day 61 and after, the principal allocation for
      each NAS
      class
      will equal the percentage shown below of its proportionate share, based on
      the
      principal balances of its group’s target-rate classes, of scheduled and
      unscheduled principal payments on the related pool’s target-rate strip allocated
      to the group’s target-rate classes for that distribution day.

    
      	
               

              distribution
                day

            	
               

              percentage

            
	
              0
                -
                60

            	
              0%

            
	
              61
                - 72

            	
              30%

            
	
              73
                - 84

            	
              40%

            
	
              85
                - 96

            	
              60%

            
	
              97
                - 108

            	
              80%

            
	
              109
                and after

               

            	
              100%

            


    

     

    15.3 PAC
      and TAC
      classes

    There
      are
      no planned
      amortization
      (or
PAC) 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

    


    
      
        
           

        

        
          16

          
            

          

        

        
           

        

      

    

    


    reimbursement,
      or a
residual
      distribution,
      as
      described in “- Distribution priorities” below.

     

    16.2 Accrual
      and accrual directed classes

    There
      are
      no accrual
      classes.
      

     

    16.3 Distribution
      priorities

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

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

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

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

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

    


    
      
        
           

        

        
          17

          
            

          

        

        
           

        

      

    

    


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

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

     

    16.4 Distributions
      to certificate holders

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

     

    16.5 Final
      distribution on the residual certificates 

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

     

    16.6 Wire
      transfer eligibility

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

     

    
      	
              17

            	
              Adjustments
                to class balances

            


    

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

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

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

    


    
      
        
           

        

        
          18

          
            

          

        

        
           

        

      

    

    


    day
      before the class’s accrual termination day, is distributed as principal to the
      accrual class itself, will neither increase nor decrease the class’s principal
      balance.

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

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

    (7) The
      principal balance of each target-rate class will be reduced, in order of
      subordination, in an aggregate amount equal to the excess of (a) the
      aggregate principal allocations to the target-rate classes over (b) the
      aggregate principal distributions to the target-rate classes. Classes of equal
      seniority will share in such reduction in proportion to the amounts by which
      the
      principal allocation to each such class exceeded its principal distribution.
      

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

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

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

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

     

    
      	
              18

            	
              Loss
                recoveries

            


    

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

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

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

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

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

    The
      principal balances of the subordinated classes will be increased in order of
      seniority to the extent of their aggregate realized losses for that and all
      preceding months that were not previously

    


    
      
        
           

        

        
          19

          
            

          

        

        
           

        

      

    

    


    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

            


    

    Classes
      IA-1, IA-2, IA-5, IA-7, IA-9 and IA-13 are LIBOR
      classes.

    Each
      LIBOR
      class
      will have a monthly LIBOR
      accrual period
      from the
      day of the month indicated in the footnotes to the table in “The Series -
      General terms for classes” above through the day preceding the first day of the
      next LIBOR
      accrual
      period. The first LIBOR
      accrual
      period for a class will be the latest possible LIBOR
      accrual
      period that ends before the first distribution day.

    Example:
      The LIBOR
      accrual period for a LIBOR
      class begins on the 25th day of the month, and the first distribution day is
      February 25, 200x. Then the first LIBOR
      accrual period for the class begins on January 25, 200x and runs through
      February 24, 200x, the second LIBOR
      accrual period begins on February 25, 200x and runs through March 24, 200x,
      and
      so forth. 

    A
      LIBOR
      class
      will not accrue interest for any period before its first LIBOR
      accrual
      period. The interest rate for each LIBOR
      class is
      stated in “The series - General terms for classes” above.

    CitiMortgage
      will determine LIBOR
      for each
LIBOR
      accrual
      period (after the first LIBOR
      accrual
      period) on the second business day before the beginning of each LIBOR
      accrual
      period as follows:

    · LIBOR
      for any
      determination day will be the British Bankers Association LIBOR
      rate for
      US dollar deposits with a one-month maturity at 11AM,
      London
      time on that day, as such rate appears on Telerate Page 3750, Bloomberg Page
      BBAM,
      or
      another page of these or any other financial reporting service in general use
      in
      the financial services industry, rounded upward, if necessary, to the nearest
      multiple of 1/16 of 1%.
      

    · If
      no
      rate is so reported on that day, CitiMortgage will determine LIBOR
      on
      the

    


    
      
        
           

        

        
          20

          
            

          

        

        
           

        

      

    

    


    basis
      of
      the rates on that day at approximately 11AM,
      London
      time, at which deposits in U.S. Dollars with a maturity of one month in a
      principal amount of not less than U.S. $1 million and representative for a
      single transaction in that market at that time, are offered to prime banks
      in
      the London interbank market for at least four major banks in the London
      interbank market selected by CitiMortgage. CitiMortgage will request the
      principal London office of each such bank to provide a quotation of its rate.
      If
      at least two such quotations are provided, LIBOR
      will be
      the arithmetic mean of those quotations. 

    · If
      fewer
      than two quotations are provided, LIBOR
      will be
      the arithmetic mean of the rates quoted at approximately 11AM,
      New
      York time, on that day by three major banks in New York City selected by
      CitiMortgage for loans in U.S. Dollars to leading European banks having a
      maturity of one month in a principal amount of not less than U.S. $1 million
      that is representative for a single transaction in such market at such time.
      If
      the banks selected by CitiMortgage are not quoting such rates, LIBOR
      will be
LIBOR
      for the
      preceding LIBOR
      accrual
      period.

    CitiMortgage
      may designate an affiliate or a third party to determine LIBOR.

     

    
      	
              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.

     

    
      	
              22

            	
              Multiple-pool
                series

            


    

    This
      is a
      multiple-pool series. The mortgage loans of this series are divided into three
      pools. Pool
      I
      consists
      of the mortgage loans described in exhibit B-1, Pool
      II
      consists
      of the mortgage loans described in exhibit B-2., and Pool
      III
      consists
      of the mortgage loans described in exhibit B-3. 

    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

    


    
      
        
           

        

        
          21

          
            

          

        

        
           

        

      

    

    


    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;

    · 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

    


    
      
        
           

        

        
          22

          
            

          

        

        
           

        

      

    

    


    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 proportional 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, 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

    


    
      
        
           

        

        
          23

          
            

          

        

        
           

        

      

    

    


    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
      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 (including for this purpose mortgage loans in
      foreclosure and real estate owned by the Trust as a result of Mortgagor
      default), averaged over the last six months, is 50% or

    


    
      
        
           

        

        
          24

          
            

          

        

        
           

        

      

    

    


    more
      of
      the principal balance of the related group’s subordinated component
      classes.

     

    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 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

    


    
      
        
           

        

        
          25

          
            

          

        

        
           

        

      

    

    


    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 classes

            


    

    The
      following table lists the super
      senior classes, and
      their
      respective super
      senior support classes.
      

     

    
      	
              Super
                senior

            
	
              class

            	
              support
                class

            	
              support
                percentage

            	
              support
                amount

            
	
              IA-1

            	
              IA-4
                

            	
              18.8%

            	
              $2,350,000

            
	
              IA-5

            	
              IA-4
                

            	
              36.4%

            	
              $4,550,000

            
	
              IA-12

            	
              IA-4
                

            	
              0.8%

            	
              $100,000

            
	
              IA-13

            	
              IA-4
                

            	
              44.0%

            	
              $5,500,000

            


    

     

    After
      the
      subordination depletion date, 

    · losses
      (other than non-subordinated losses) on a target-rate strip that would otherwise
      reduce the principal balance of the super senior classes will instead reduce
      the
      principal balance of the super senior support class up to an amount for each
      super senior class on each distribution day equal to the related support
      percentage of the balance of the support class and up to an aggregate amount
      for
      each super senior class equal to the related support amount, and

    · a
      principal distribution that would otherwise be made to a super senior support
      class will instead be made to the related super senior classes, in proportion
      to
      the support percentages shown, until the principal balance of the super senior
      class is reduced to zero. 

    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

    


    
      
        
           

        

        
          26

          
            

          

        

        
           

        

      

    

    


    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 three separate constituent
      REMICs
      - the
pooling
      REMIC,
      the
      lower-tier
      REMIC,
      and
      the 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,
      IIIA-PO, 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-3, IA-4, IA-6, IA-8, IA-10 through IA-12, IIA-1,
      IIIA-1 through IIIA-3, and B-1 through B-6, and any class L regular interests
      described below, are designated as the regular interests in the lower-tier
      REMIC.
      Class LR
      is designated as the residual interest in the lower-tier REMIC.

    The
      assets of the upper-tier REMIC
      will
      consist of any class L regular interests described below, and any assets in
      the
      upper-tier REMIC
      account
      described below. Classes IA-1, IA-2, IA-5, IA-7, IA-9 and IA-13 are designated
      as the regular interests in the upper-tier REMIC.
      Class R
      is designated as the residual interest in the upper-tier REMIC.

     

    27.2 The
      class P and class L regular interests

    There
      are
      six uncertificated class
      P regular interests,
      each
      designated as “CMALT
      (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC
      Pass-Through Certificates,” and further individually designated as
      a

    · “PI-M
      regular interest,”

    · “PI-Q
      regular interest,” 

    · “PII-M
      regular interest,” 

    · “PII-Q
      regular interest,” 

    · “PIII-M
      regular interest,” and

    · “PIII-Q
      regular interest.” 

    


    
      
        
           

        

        
          27

          
            

          

        

        
           

        

      

    

    


    There
      are
      three uncertificated class
      L regular interests,
      designated as “CMALT
      (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC
      Pass-Through Certificates,” and further designated as the “L-1 regular
      interest,” the “LI-5 regular interest,” and the “LI-13 regular
      interest.”

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

     

    
      	
              Regular
                interest

            	
              initial
                principal (or notional) balance

            	
              certificate
                rate (per annum)

            
	
              PI-M

               

            	
              $2,429.381911

               

            	
              6%

               

            
	
              PI-Q

               

            	
              $521,981,389.728089

               

            	
              6%

               

            
	
              PII-M

               

            	
              $101.339868

               

            	
              5.5%

               

            
	
              PII-Q

               

            	
              $21,785,297.340132

               

            	
              5.5%

               

            
	
              PIII-M

               

            	
              $250.088268

               

            	
              6%

               

            
	
              PIII-Q

               

            	
              $53,727,632.591732

               

            	
              6%

               

            
	
              LI-1

               

            	
              $100,000,000.00
                

               

            	
              7%

               

            
	
              LI-5

               

            	
              $100,000,000.00
                

               

            	
              6%

               

            
	
              LI-13

               

            	
              $122,736,730.00

               

            	
              7%

               

            


    

    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 Distributions
      to class P and class L regular interests

    On
      each
      distribution day, each regular interest will receive a principal distribution,
      or allocation of the principal portion of realized losses, equal in the
      aggregate to the principal distribution, or allocation of the principal portion
      of realized losses, for that day on,

    · for
      the
      PI-M and PI-Q regular interests, the pool I target-rate strip; 

    · for
      the
      PII-M and PII-Q regular interests, the pool II target-rate strip, 

    · for
      the
      PIII-M and PIII-Q regular interests, the pool III target-rate strip,
      and

    · for
      the
      class LI-1 regular interest, class IA-1, 

    · for
      the
      class LI-5 regular interest, class IA-5, and 

    · for
      the
      class LI-13 regular interest, class IA-13. 

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

    For
      each
      distribution day, and for each pool x
      and
y,
      the
      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 the Px-M
      regular interest to the principal balance of the 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.

    As
      of any
      date, the principal balance of the class LI-1 regular interest will equal the
      principal balance of class IA-1, the principal

    


    
      
        
           

        

        
          28

          
            

          

        

        
           

        

      

    

    


    balance
      of the class LI-5 regular interest will equal the principal balance of class
      IA-5, and the principal balance of the class LI-13 regular interest will equal
      the principal balance of class IA-13

    On
      each
      distribution day, each class P and any 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, 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. 

    The
      certificate rate for the class LI-1 regular interest is comprised of the sum
      of
      the interest payable on

    · the
      class
      IA-1 certificates, 

    · that
      part
      of the notional balance of the class IA-2 certificates that equals the principal
      balance of the class IA-1 certificates, and

    · the
      class
      IA-7 certificates.

    The
      certificate rate for the class LI-5 regular interest is comprised of the
      interest payable on the class IA-5 certificates and the class IA-9 certificates.
      

    The
      certificate rate for the class LI-13 regular interest is comprised of the sum
      of
      the interest payable on

    · the
      class
      IA-13 certificates, and

    · that
      part
      of the notional balance of the class IA-2 certificates that equals the principal
      balance of the class IA-13 certificates. 

    The
      interest payable on a class of certificates described above is the interest
      payable at the certificate rates (including the minimums and maximums) described
      in section 12.2 on the principal or notional balance (or described portion)
      of
      the class .

     

    27.4 REMIC
      accounts and distributions

    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

    


    
      
        
           

        

        
          29

          
            

          

        

        
           

        

      

    

    


    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 3.20. 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 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 3.19 applicable to the investment of funds will apply to such
REMIC
      accounts. In addition, section 3.3(a)

    


    
      
        
           

        

        
          30

          
            

          

        

        
           

        

      

    

    


    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 3.19(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.

     

    27.5 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 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 Treas-ury Regulations § 1.860F-4(d) and tem-porary Treasury
      Regulations § 301.-6231-(a)-(7)-1T.

     

    
      	
              28

            	
              Yield
                maintenance agreement

            


    

     

    28.1 Agreement

    The
      Trustee is hereby directed to enter into a yield
      maintenance agreement
      with
      Credit Suisse International (the yield
      maintenance provider)
      in
      substantially the form attached as exhibit F. The yield maintenance agreement
      is
      an asset of the Trust, but not of any constituent REMIC.

    


    
      
        
           

        

        
          31

          
            

          

        

        
           

        

      

    

    


    Payments
      to the yield maintenance provider will be made by the Underwriter, and the
      Trustee will have no responsibility for such payments.

    Under
      the
      yield maintenance agreement, the yield maintenance provider will make certain
      payments (yield
      maintenance payments)
      to the
      Paying Agent for the benefit of the holders of the class IA-5 certificates.
      Yield maintenance payments received by the Paying Agent will be distributed
      to
      the holders of the class IA-5 certificates in proportion to the principal
      balances of their certificates.

    Each
      yield maintenance payment to be distributed to the holders of the class IA-5
      certificates will be a per annum percentage equal to the excess of LIBOR
      for the
      accrual period (but not more than 8.85%) over 5.35% of an assumed
      principal balance
      for the
      class for the relevant distribution day set forth in the yield maintenance
      agreement. 

    The
      Paying Agent will pass the yield maintenance payments through to the holders
      of
      the class IA-5 certificates, but not more than will be required to pay the
      class
      IA-5 certificates an amount (the yield
      maintenance amount)
      for
      that distribution day equal to a per annum rate of the excess of LIBOR
      for the
      accrual period (but not more than 8.85%) over 5.35% of the actual principal
      balance for the class for that distribution day.

    If
      for
      any distribution day, the assumed principal balance is greater than the
      aggregate outstanding principal balance of the class IA-5 certificates, the
      yield maintenance payment by the yield maintenance provider to the Paying Agent
      may exceed the yield maintenance amount required to be made to the holders
      of
      the class IA-5 certificates. In such case, any excess will be deposited in
      a
yield
      maintenance reserve fund
      maintained in an account at the Paying Agent. If for any distribution day,
      the
      assumed principal balance is less than the aggregate outstanding principal
      balance of the class IA-5 certificates, the yield maintenance payment will
      be
      less than the yield maintenance amount for such distribution day and a shortfall
      will result. Funds in the yield maintenance reserve fund will be paid to the
      holders of the class IA-5 certificates, in proportion to the principal balances
      of their certificates on the distribution day, to compensate them for any
      shortfalls in interest distributions, or any failure of the sum of interest
      distributions on the IA-5 certificates plus yield maintenance payments for
      that
      distribution day to equal LIBOR
      plus
      0.65% per annum (limited to a maximum rate of 9.5% per annum). Once the
      principal balance of the class IA-5 certificates has been reduced to zero,
      or
      the Trust has been terminated, any funds remaining in the yield maintenance
      reserve fund will be paid to the Underwriter.

    The
      yield
      maintenance reserve fund may not be invested.

    The
      yield
      maintenance reserve fund will be treated as an “outside reserve fund” under the
REMIC
      provisions, beneficially owned by the Underwriter, who will be entitled to
      any
      reimbursement from the REMICs
      with
      respect thereto.

     

    28.2 Tax
      treatment

    CitiMortgage
      will treat the portion of the Trust that holds the right of the class IA-5
      certificates to receive payments under the yield maintenance agreement as a
      grantor trust for federal income tax purposes. CitiMortgage will treat the
      holders of the class IA-5 certificates as the beneficial owners of the right
      to
      receive payments under the yield maintenance agreement, and the Underwriter
      as
      the beneficial owner of the yield maintenance agreement and the

    


    
      
        
           

        

        
          32

          
            

          

        

        
           

        

      

    

    


    yield
      maintenance reserve fund. Based on information provided annually by CitiMortgage
      with respect to the class IA-5 Certificates, the Trustee will report, or will
      cause to be reported, annually to the holders of the class IA-5 certificates
      and
      to the IRS
      (as
      attachments to Form 1041 or other applicable form) their allocable shares of
      income and expense with respect to their right to receive payments under the
      yield maintenance agreement under the rules applicable to notional principal
      contracts, taking into account the portion of the original issue price of the
      class IA-5 certificates allocable to their right to receive payments under
      the
      yield maintenance agreement, and treating each holder of class IA-5 certificates
      as if it were an original holder. CitiMortgage will not vary the investment
      of
      the holders of the class IA-5 certificates to take advantage of variations
      in
      market rates of interest to improve their rates of return.

     

    
      	
              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 Document 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.

     

    
      	
              30

            	
              Initial
                Depositories

            


    

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

    


     

    


    


    
      
        
          
            


            


          

           

        

        
          33

          
            

          

        

        
           

          
          

        

      

    

    
 

    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 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

    


    
      
        
           

        

        
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    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 the 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
      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

    


    
      
        
           

        

        
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    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 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

    


    
      
        
           

        

        
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    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, buydown account,
      escrow account, custodial account for P&I and servicing account are
      established or maintained pursuant to section 3.2, 3.3 or 3.3. Each Depository
      must meet the requirements of section 11.1. 

    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 has a pass-through rate less than the target
      rate.

    Eligible
      Account:
      Either


    (A)
      a
      segregated account or accounts maintained at Citibank, N.A. or a Citibank
      banking affiliate, provided that the short-term unsecured debt obligations
      of
      Citibank, N.A. or the Citibank banking affiliate are rated at least “A-1+” by
      S&P if S&P is a rating agency, “F-l” by Fitch if Fitch is a rating
      agency, and “P-1” by Moody’s if Moody’s is a rating agency, or 

    (B)
      a
      segregated account or accounts maintained with an institution 

    · whose
      deposits are insured by the FDIC,
      

    · the
      unsecured and uncollateralized debt obligations of which are rated at least
“AA”
by S&P if S&P is a rating agency, “AA” by Fitch if Fitch is a rating
      agency, and “Aa” by Moody’s if Moody’s is a rating agency, 

    · that
      has
      a short term rating of at least “A-1+” by S&P if S&P is a rating agency,
“F-1” by Fitch if Fitch is a rating agency, and “P-1” by Moody’s if Moody’s is a
      rating agency, and 

    · 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, (iii) a national banking association duly
      organized, validly existing and in good standing under the federal banking
      laws
      and (iv) a principal subsidiary of a bank holding company, or 

    (C) 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. 

    Any
      Eligible Account maintained with the Trustee will conform to the preceding
      clause (C).

    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

    


    
      
        
           

        

        
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    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 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.

    


    
      
        
           

        

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

    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) property protection
      expenses, (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 liquidated
      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

    


    
      
        
           

        

        
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    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 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:
      The
      mortgage documents listed in section 2.1 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 Custodian:
      The
      Mortgage Document Custodian is also designated by CMSI
      as the
      Mortgage Note Custodian. At any time that the rating agencies’ respective rating
      of Citigroup Inc.’s long-term senior debt is below the respective rating
      assigned by each such rating agency to the certificates, the Mortgage Note
      Custodian may not be an affiliate of CMSI.

    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

    


    
      
        
           

        

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

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

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

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

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

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

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

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

    order
      of subordination:
      For the
      target-rate classes, the following order: classes B-6, B-5,

    


    
      
        
           

        

        
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    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 interest of any outstanding certificates, CMSI
      or such
      other obligor or affiliate will be permitted to give any request, demand,
      authorization,

    


    
      
        
           

        

        
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    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 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.

    


    
      
        
           

        

        
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    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:
      A
      mortgage loan having a pass-through rate 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.

    property
      protection expenses:
      For
      mortgage loans, expenses paid or incurred by or for the account of CitiMortgage
      or the Trust Fund in accordance with the related mortgages for (a) real estate
      property taxes and property repair, replacement protection and preservation
      expenses, and (b) similar expenses reasonably paid or incurred to preserve
      or
      protect the value of the mortgages.

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

    (a) be
      an
      obligation of an insurance company, trust company, commercial bank

    


    
      
        
           

        

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

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

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

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

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

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

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

    (c) in
      connection with the registration of any Eligible Investment in the name of
      the
      nominee, all requirements under applicable governmental regulations necessary
      to
      effect a valid registration of transfer of such Eligible Investment are complied
      with as evidenced to the Trustee and the Paying

    


    
      
        
           

        

        
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    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.

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

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

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

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

    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

    


    
      
        
           

        

        
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    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 (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,
      less
      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.

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


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

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

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

    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
      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

    


    
      
        
           

        

        
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    flood
      insurance policy maintained for the mortgaged property pursuant to section
      3.11,
      and (b) any loss caused by or resulting from:

    (1) normal
      wear and tear;

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

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

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

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

    (i)
      if
      the mortgage loan 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 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 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.
      

    


    
      
        
           

        

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

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

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

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

    


    
      
        
           

        

        
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    United
      States is able to exercise primary supervision over the administration of such
      trust, and one or more such U.S. persons have the authority to control all
      substantial decisions of such trust (or, to the extent provided in applicable
      Treasury regulations, certain trusts in existence on August 20, 1996 which
      are
      eligible to elect to be treated as U.S. persons).

     

    1.2 Usages

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

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

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

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

    


    
      
        
           

        

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

     

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

     

    2.1 Transfer
      of mortgage loans

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

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

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

    Such
      transfer and assignment is absolute, is made in exchange for the certificates
      described in 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 shall be a security agreement
      under applicable law, and CMSI
      shall 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
      Document Custodial Agreement
      substantially in the form of exhibit C with the Mortgage
      Document Custodian
      named in
      section 12.1. The Mortgage Document Custodian will hold the mortgage documents
      in trust for the Trustee and the benefit of the Trustee, any Insurer and all
      present and future certificate holders. The Mortgage Document Custodian may
      be
      the Trustee, any affiliate of the Trustee, an affiliate of CMSI,
      or an
      independent entity. 

    The
      Trustee may at any time remove the initial or any successor Mortgage Document
      Custodian, and enter into a Mortgage Document Custodial Agreement substantially
      in the form of exhibit C hereto pursuant to which the Trustee appoints a
      successor Mortgage Document Custodian to hold the Mortgage Documents in trust
      for the Trustee and the benefit of the Trustee, all present and future
      certificate holders, and any Insurer, which Agreement may provide that the
      Mortgage Document Custodian shall conduct the review of each Mortgage File
      required under the first paragraph of section 2.3(b), except that, if the
      Mortgage Document Custodian so appointed is CMSI
      or an
      affiliate of CMSI,
      the
      Trustee may conduct such review.

    (c) CMSI
      will on
      or before the closing date deliver to the Mortgage Document

    


    
      
        
           

        

        
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    Custodian
      on behalf of the Trustee to be held in trust the following documents or
      instruments for each mortgage loan (other than mortgage loans secured by shares
      in a cooperative housing corporation) (except to the extent CMSI
      is
      complying with section 2.1(f)):

    (i) The
      mortgage note, endorsed by manual or facsimile signature without recourse by
      the
      Originator or an affiliate of the Originator in blank or to the Trustee showing
      a complete chain of endorsements from the named payee to the Trustee or from
      the
      named payee to the affiliate of the Originator and from such affiliate to the
      Trustee, except that endorsement is not required where Mortgage Electronic
      Registration Systems, Inc. (MERS)
      is the
      named payee or the nominee of the named payee.

    (ii) 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.

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

    (iv) 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 shall 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.

    (v) The
      original or a copy of the title insurance policy (which may be a certificate
      or
      a short form policy relating to a master policy of title insurance) pertaining
      to the mortgaged property, or in the event such original title policy is
      unavailable, a copy of the preliminary title report and the lender’s recording
      instructions, with the original to be delivered within 180 days of the closing
      date or other evidence of title.

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

    (d) CMSI
      will on
      or before the closing date deliver to the Mortgage Document Custodian on behalf
      of the Trustee to be held in trust the following documents or instruments for
      each mortgage loan secured by shares in a cooperative housing corporation
      (except to the extent CMSI
      is
      complying with section 2.1(f)):

    (i) The
      mortgage note, endorsed by manual or facsimile signature without recourse by
      the
      Originator or an affiliate of the Originator in blank or to the Trustee showing
      a complete chain of endorsements 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.

    (ii) The
      original mortgage, with evidence of recording thereon (if recordation was
      required under applicable law).

    


    
      
        
           

        

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

    (iv) The
      original stocks, shares, membership certificate or other contractual agreement
      evidencing ownership;

    (v) The
      original stock power executed in blank.

    (vi) 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.

    (vii) 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.

    (viii) 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.

    (ix) (Except
      for mortgage loans (x) secured by mortgaged properties in the State of New
      Jersey or (y) 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).

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

    (e) CMSI
      will,
      on
      or before the closing date, 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 11 or the
      Series Terms, and

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

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

    · deliver
      a
      copy of the mortgage, provided that CMSI
      certifies that the original mortgage has been delivered to a title insurance
      company for recordation after receipt of its policy of title insurance 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 the Mortgage Document Custodian 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 the Mortgage Document Custodian by the closing date because the
      policy is not yet available, CMSI
      may
      instead deliver a

    


    
      
        
           

        

        
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    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 the Mortgage Document Custodian
      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 the Mortgage Document Custodian each
      assignment referred to in clause (a)(iv) or (b)(vi) and (b)(ix) above 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 the Mortgage Document Custodian 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 the Mortgage
      Document Custodian 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, record any UCC-3 financing statements not previously recorded,
      and will supply the Mortgage Document Custodian with evidence of the
      recordation. CMSI
      intends
      to effect recordation 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 the above documents to the Mortgage Document Custodian, will
      on
      the closing date deliver a certification of a Servicing Officer as set forth
      in
      section 3.13.

    (g)
      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.

    (h)
      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 

    


    
      
        
           

        

        
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    CMSI’s
      representations and warranties 

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

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

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

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

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

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

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

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

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

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

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

    (vii) As
      of the
      closing date, there is no valid offset, defense or counterclaim to any mortgage
      note or mortgage, including the obligation of the mortgagor 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, no mortgage
      loan is a “High Cost Loan” or “Covered Loan,” as such terms are
      defined

    


    
      
        
           

        

        
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    in
      the
      current version of Standard & Poor’s LEVELS® Glossary, (Version 5.7 Revised,
      Appendix E), and no mortgage loan originated on or after October 1, 2002 through
      March 6, 2003 is governed by the Georgia Fair Lending Act; 

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

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

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

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

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

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

    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)
      Pursuant to the Mortgage Document Custodial Agreement, the Mortgage Document
      Custodian will review each mortgage file within 90 days after the closing date
      to ascertain that all required documents have been executed, received and
      recorded, if applicable, and that such documents relate to the mortgage loans
      identified in exhibit B. If the Mortgage Document Custodian finds that a
      document in a mortgage file is missing or materially defective, the Mortgage
      Document Custodian will promptly notify CitiMortgage and CMSI
      by
      e-mail.

    (c)
      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

    


    
      
        
           

        

        
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    substitute
      mortgage loans, as provided in this section 2.3. 

    If
      CMSI
      is
      notified by the Mortgage Document Custodian that the documentation for a
      mortgage loan is defective, CMSI
      will
      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).

    (d)
      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. 

    (e)
      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 Document Custodian 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. 

    (f)
      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;

    (g)
      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, 

    · 

    


    
      
        
           

        

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

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

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

    (h)
      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.

    (i)
      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.

    (j)
      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

    


    
      
        
           

        

        
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    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 the certificates in effect immediately
      prior
      to CitiMortgage’s entering into the special servicing agreement will not be
      qualified, downgraded or withdrawn, and that the certificates will not be placed
      on credit review status (except for possible upgrading) as a result of the
      agreement.

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

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

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

    


    
      
        
           

        

        
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    perform
      its obligations under this agreement. 

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

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

     

    3.2 Collections 

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

    
      	
              ·

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

            


    

    
      	
              ·

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

            


    

    Consistent
      with the foregoing, CitiMortgage may 

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

    


    
      
        
           

        

        
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    loans
      (remittances
      on the
      affiliated mortgage loans):

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

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

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

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

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

    · all
      hazard insurance proceeds;

    · any
      advance account advance; 

    · any
      loss
      recoveries; and

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

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

            


    

    
      	
              ·

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

            


    

    
      	
              ·

            	
              reimbursements
                of property protection expenses,

            


    

    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

    


    
      
        
           

        

        
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    Series
      Terms state that the servicing account is an investment account.

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

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

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

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

    


    
      
        
           

        

        
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    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). 

     

    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 and
      insurance premiums and other similar payments relating to the third-party
      mortgage loans that are not timely paid by the mortgagors or advanced by the
      third-party servicers on the date when such tax, premium or other cost for
      which
      such 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

    


    
      
        
           

        

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

    A
      remittance delinquency does not include 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 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

    


    
      
        
           

        

        
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    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
      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

    


    
      
        
           

        

        
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    interests).
      The distribution account will be an Eligible Account, and 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. 

            


    

    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

    


    
      
        
           

        

        
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    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-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

    


    
      
        
           

        

        
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    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 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

    


    
      
        
           

        

        
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    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) any amounts
      due
      CitiMortgage under section 3.12 relating to deficiency actions, and (C) any
      excess of the liquidation proceeds after such reimbursement over the principal
      balance of the mortgage loan, together with accrued and unpaid interest at
      the
      mortgage note rate to the date of purchase at the foreclosure sale, liquidation
      proceeding or otherwise. For these purposes, liquidation expenses will include
      subsequent trailing bills relating to previously disposed REO
      property
      in which distribution of net liquidation proceeds has occurred. 

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

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

    (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

    


    
      
        
           

        

        
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    purpose,
      liquidation and insurance proceeds covering the mortgaged
      property);

    (viii)
      payments to itself or the holders of the residual certificates of Investment
      Income;

    (ix)
      transfers to the distribution account; 

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

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

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

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

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

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

     

    3.9 Expenses

    (a)
      CitiMortgage expenses.
      CitiMortgage
      will pay all expenses incurred by it in connection with its servicing and master
      servicing activities under this agreement, and will not be entitled to
      reimbursement therefor except as expressly provided in this agreement.
      CitiMortgage will also be liable for all expenses, liabilities and obligations
      of the Trust Fund (other than the obligation to make principal and interest
      distributions on the certificates) including those set forth in section 8.5,
      “Trustee’s fees and expenses.” To the extent such expenses, liabilities or
      obligations consist of federal income taxes, including, without limitation,
      prohibited transaction taxes, taxes on net income from foreclosure property
      and
      taxes on certain contributions to a REMIC
      after
      the startup day, nothing will prevent CitiMortgage from contesting any such
      tax,
      if permitted by law, pending the outcome of such proceedings. 

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

     

     

    


    
      
        
           

        

        
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    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 the certificates (for any insured class certificates,
      without regard to any certificate insurance policy) or (ii) the claims-paying
      ability of the substitute primary mortgage insurer is, at the time of
      substitution, rated at least “AA” or its equivalent by each rating agency rating
      the certificates.

     

    3.11 Hazard
      insurance

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

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


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

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

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

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

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


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

    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

    


    
      
        
           

        

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

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

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

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

    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. 

    


    
      
        
           

        

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


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

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

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


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

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

    


    
      
        
           

        

        
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    proceedings
      where the mortgagor pays all delinquent payments and expenses and the
      proceedings are terminated prior to liquidation, other than sums received from
      the mortgagor for such expenses.

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

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

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

     

    3.13 Release
      of mortgage files 

    (a)
      CitiMortgage will promptly notify the Trustee of the payment in full of any
      mortgage loan or CitiMortgage’s receipt of notice that payment in full will be
      escrowed in a manner customary for such purpose, and will request delivery
      to it
      of the mortgage file. CitiMortgage’s notice will include a Servicing Officer
      certification that all amounts that CitiMortgage must deposit in the certificate
      account, in connection with the payment pursuant to section 3.3 have been or
      will be so deposited. Upon receipt of the certification and request, the Trustee
      will promptly direct the Mortgage Document Custodian to release the related
      mortgage documents 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 Document Custodian to release the related mortgage documents
      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 documents to the Mortgage Document Custodian
      when CitiMortgage no longer needs them, 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,

    


    
      
        
           

        

        
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    the
      Trustee, the Paying Agent, each rating agency and each Underwriter, a
distribution
      report
      setting
      forth for that distribution day: 

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

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

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

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

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

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

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

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

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

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

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

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

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

    


    
      
        
           

        

        
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    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; and

    (xxi)
      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
      shall 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), 3.19, 3.21, 3.22, 4.3,
      4.4,
      8.8, 9.1, 10.1, and 11.2.

    (e)
      In
      addition to other reports required under this section 3.14, CitiMortgage shall
      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

    


    
      
        
           

        

        
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    year
      taxable year and will maintain its books on the accrual method of
      accounting.

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

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

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

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

    


    
      
        
           

        

        
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    certificate
      account on the business day following the liquidation as a reduction of the
      unpaid principal balance of the buydown mortgage loan or (ii) to the extent
      required under an applicable primary mortgage insurance policy, paid to the
      insurer of the mortgage loan.

     

    3.17 Assumption
      and modification agreements 

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

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


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

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

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

    CitiMortgage
      will forward an original of each assumption and modification agreement to the
      Mortgage Document Custodian (with a copy to the Trustee) to be added to the
      related mortgage file, 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; loan modifications

    (a)
      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 related mortgage file
      will
      be released, 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

    


    
      
        
           

        

        
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    the
      originally scheduled maturity date, and such modification will not be considered
      a “refinancing” for purposes of this section. 

    (b)
      CitiMortgage may agree with any homeowner 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).

    Notwithstanding
      the preceding paragraph, CitiMortgage may agree with any homeowner to modify
      or
      waive any provision of a mortgage loan if 

    · the
      mortgage loan is 90 days or more past due or, in CitiMortgage’s judgment, is
      subject to imminent default, 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.

    CitiMortgage
      will within 10 business days deliver to the Mortgage Document Custodian for
      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 homeowner’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.

     

    3.19 Investment
      accounts

    (a)
      Investments.
      CitiMortgage may invest and reinvest funds in an investment account in
      accordance with this section 3.19 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, from time to time, withdraw from any investment account (other than the
      certificate account), any Investment Income therein, and pay same 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.

    


    
      
        
           

        

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

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

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

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

    (b) Custodial
      investment account.
      Prior
      to the business day preceding the distribution day, CitiMortgage may deposit
      the
      amounts required to be transferred on the determination date from the custodial
      accounts for P&I in a separate account in the name of CitiMortgage and the
      Trustee (such account will be maintained in the trust department of a Depository
      and will bear a designation clearly indicating that the principal of all
      investments in such account is held for the benefit of the Trustee on behalf
      of
      the certificate holders) (the custodial
      investment account)
      for
      investment only in one or more Eligible Investments. CitiMortgage will bear
      any
      and all losses incurred on 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

    


    
      
        
           

        

        
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    obligation
      of Freddie Mac or Fannie Mae or a mortgage participation or pass-through
      certificate guaranteed by Freddie Mac or Fannie Mae, excluding stripped mortgage
      securities which are valued greater than par on the portion of unpaid principal,
      will be an Eligible Investment only if, at the time of investment, each rating
      agency confirms in writing that such investment is acceptable;

    (ii) Federal
      Funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
      the Trustee or any agent of the Trustee, acting in their respective commercial
      capacities) incorporated under the laws of the United States of America or
      any
      state thereof and subject to supervision and examination by federal or state
      banking authorities, so long as at the time of such investment or contractual
      commitment providing for such investment the certificate of deposit or other
      unsecured short-term debt obligations of such depository institution or trust
      company have a maturity of not more than one year and a credit rating of not
      less than “A-1+” (“A-1” if the maturity is not greater than 30 days) by S&P
      if S&P is a rating agency, “P-1” by Moody’s if Moody’s is a rating agency,
      and “F-1” 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, “F-1” 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 “F-1” 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, “F-1” 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,

    


    
      
        
           

        

        
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    however,
      that securities issued by any particular corporation will not be Eligible
      Investments to the extent that investment therein will cause the then
      outstanding principal balance of securities issued by such corporation and
      held
      as part of the Trust Fund to exceed 10% of the aggregate current principal
      balance of certificates outstanding and of the current percentage interest
      of
      the residual certificates outstanding, and the aggregate principal balance
      of
      all cash and Eligible Investments, held in the Trust Fund;

    (v) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than one year after the date of issuance thereof) having at the time of such
      investment a rating of not less than “A-1+” (“A-1” if the maturity is not
      greater than 30 days and such commercial paper does not exceed 20% of the then
      current balance of the certificates) by S&P if S&P is a rating agency,
“F-1” 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, “F-1” 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).

     

    3.20 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. 

    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
“F-1” by Fitch if Fitch is a rating agency. 

    If
      no
      Paying Agent is appointed, the Trustee will be the Paying Agent. CitiMortgage
      will notify the rating agencies of any change of Paying Agent.

    The
      Paying Agent will

    · hold
      all
      amounts deposited with it by CitiMortgage or the Trustee for payment on the
      certificates in trust for the benefit of the certificate holders and any Insurer
      until the amounts are paid to the certificate holders

    


    
      
        
           

        

        
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    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.

     

    3.21 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

    · 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 shall render all
      reasonably requested assistance

    


    
      
        
           

        

        
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    to
      CMSI
      and
      CitiMortgage in providing information necessary for the preparation of such
      reports. CMSI
      and
      CitiMortgage shall 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 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.

    


    
      
        
           

        

        
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    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
      shall
      maintain or cause to be maintained at its expense an office or offices or agency
      or agencies where the certificates may be surrendered for registration of
      transfer or exchange and where notices and demands to or upon CMSI
      in
      respect of the certificates and this agreement may be served. CMSI
      initially appoints the Certificate Registrar designated in the Series Terms
      as
      its office for purposes of receipt of notices and demands. CMSI
      will
      give prompt written notice to CitiMortgage, the Trustee and the certificate
      holders of any change in the location of the Certificate Register or any such
      office or agency.

     

    4.4 Servicer
      not to resign

    Subject
      to sections 4.2 and 4.5, CitiMortgage will not resign as servicer without the
      consent of the Trustee, any Insurer, the holders of more than 2/3 of the voting
      interests of the outstanding certificates and 2/3 of the percentage interests
      of
      the residual certificates, except upon a determination that the performance
      of
      its duties hereunder is no longer permissible under applicable law. Any such
      determination permitting the resignation of CitiMortgage as Servicer will be
      supported by an opinion of counsel to such effect delivered to the Trustee.
      No
      resignation by CitiMortgage will become effective until the Trustee or a
      successor servicer and master servicer have assumed CitiMortgage’s obligations
      in accordance with section 7.2.

     

    4.5 Delegation
      of duties

    CitiMortgage
      may without notice or consent delegate any of its servicing duties, and any
      rights relating to such duties, to any person or persons, including a person
      more than 50% of whose stock is owned, directly or indirectly, by Citigroup
      Inc.; provided that each such person that services any mortgage loans has been
      approved as a seller/servicer by the Federal Housing Administration,
GNMA,
      Fannie
      Mae or Freddie Mac,
      and has
      been approved in writing by the rating agencies. Such delegation will not,
      however, relieve CitiMortgage of its responsibility for such duties. Each
      delegee of CitiMortgage’s servicing duties will have those powers and duties
      that are granted to or required of CitiMortgage as servicer or master servicer
      under this agreement for such duties,

    


    
      
        
           

        

        
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    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 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

    


    
      
        
           

        

        
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    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
      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,

    


    
      
        
           

        

        
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    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 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

    


    
      
        
           

        

        
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    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 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

    


    
      
        
           

        

        
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    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.

    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) as to the class B-4, class B-5 and class
      B-6
      certificates only, it is an insurance company and the source of funds used
      to
      purchase the class B-4, class B-5 or class B-6 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 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.

     

    5.3 Mutilated,
      destroyed, lost or stolen certificates

    If
      

    


    
      
        
           

        

        
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    any
      mutilated certificate is surrendered to the Certificate Registrar, or the
      Certificate Registrar receives evidence to its satisfaction of the destruction,
      loss or theft of any certificate, 

    · each
      of
      CMSI,
      the
      Certificate Registrar and the Trustee receive such security or indemnity as
      it
      requires to save it harmless, and

    · neither
      the Certificate Registrar nor the Trustee is notified that the certificate
      has
      been acquired by a protected purchaser under Article 8 of the Uniform Commercial
      Code as in effect in the applicable jurisdiction, 

    then
      CMSI
      will
      execute and the Trustee or Authenticating Agent will authenticate and deliver,
      in exchange for or in lieu of such mutilated, destroyed, lost or stolen
      certificate, a new certificate of like tenor and initial principal balance,
      initial notional balance or percentage interest. In connection with the issuance
      of any new certificate under this section 5.3, the Certificate Registrar may
      require a payment sufficient to cover any tax or other governmental charge
      imposed and any other expenses (including the fees and expenses of the Trustee
      and the Certificate Registrar) in connection with the issuance. Any duplicate
      certificate issued pursuant to this section 5.3 will constitute complete and
      indefeasible evidence of ownership in the Trust Fund, as if originally issued
      on
      the closing date, whether or not the lost, stolen or destroyed certificate
      is
      found at any time.

     

    5.4 Persons
      deemed owners

    Prior
      to
      due presentation of a certificate for registration of transfer, CMSI,
      the
      Trustee, any Insurer, the Certificate Registrar and any agent of CMSI,
      the
      Trustee or the Certificate Registrar may treat the person in whose name the
      certificate is registered as the owner of the certificate for the purpose of
      receiving distributions pursuant to section 3.6 and for all other purposes
      whatsoever, and neither CMSI,
      the
      Trustee, any Insurer, the Certificate Registrar nor any agent of CMSI,
      the
      Trustee or the Certificate Registrar will be affected by any notice to the
      contrary.

     

    5.5 Access
      to list of certificate holders’ names and addresses

    If
      the
      Trustee is not the Certificate Registrar and requests CMSI
      or the
      Certificate Registrar to provide a list of the names and addresses of
      certificate holders, CMSI
      or the
      Certificate Registrar will furnish to the Trustee, within 15 days after receipt
      of the request, a list as of the most recent record date, in such form as the
      Trustee reasonably requires. 

    If
      three
      or more certificate holders 

    · request
      such information in writing from the Trustee, 

    · state
      that they desire to communicate with other certificate holders regarding their
      rights under this agreement or under the certificates, and 

    · provide
      a
      copy of the communication they propose to transmit, 

    then
      the
      Trustee will, within five business days after the receipt of the request, afford
      the certificate holders access during normal business hours to the most recent
      list held by the Trustee, if any. If such list is as of a date more than 90
      days
      prior to the date of receipt of the 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

    


    
      
        
           

        

        
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    holders,
      regardless of the source from which the information is derived.

     

    5.6 Definitive
      certificates

    If
      

    · DTC
      advises
      the Trustee and the Certificate Registrar in writing that the Clearing Agency
      is
      no longer willing or able properly to discharge its responsibilities as
      depository for the book-entry certificates, and 

    · CMSI
      is
      unable to locate a qualified successor, 

    the
      Certificate Registrar will notify the beneficial owners, through the Clearing
      Agency, of the occurrence of such event and of the availability of definitive
      certificates to beneficial owners requesting them. Upon surrender to the
      Certificate Registrar by the Clearing Agency of the certificates held of record
      by its nominee, accompanied by re-registration instructions and directions
      to
      execute and authenticate new certificates from CMSI,
      the
      Trustee or the Authenticating Agent will execute and authenticate definitive
      certificates for delivery. CMSI
      will
      arrange for, and will bear all costs of, the printing and issuance of the
      definitive certificates. Neither CMSI,
      the
      Trustee, the Certificate Registrar nor the Authenticating Agent will be liable
      for any delay in delivery of such instructions by the Clearing Agency and may
      conclusively rely on, and will be protected in relying on, such
      instructions.

     

    5.7 Notices
      to Clearing Agency

    Whenever
      notice or other communication to the holders of book-entry certificates is
      required under this agreement, until definitive certificates are issued to
      beneficial owners pursuant to section 5.6, the Trustee will deliver such notices
      and communications to the Clearing Agency.

     

    6 [Reserved]

     

    7 Default

     

    7.1 Events
      of Default

    If
      any of
      the following events (Events
      of Default)
      is
      continuing:

    (a)
      CitiMortgage, as servicer or master servicer, fails to make a full payment,
      deposit, transfer or distribution required of it in such capacities under this
      agreement, and the failure continues unremedied for 

    · 10
      business days after the Trustee gives written notice of the failure to
      CitiMortgage, or the holders of the Required Amount of certificates give written
      notice of the failure to CitiMortgage and the Trustee, if the failure results
      from an error in calculating the amount of the required deposit, transfer or
      distribution, or 

    · three
      business days after such notice if the failure results from any other reason;
      or

    (b)
      CitiMortgage fails to reimburse a Paying Agent advance as required by section
      3.5, and the failure is not remedied for 60 business days after the Trustee
      or
      the Paying Agent gives CitiMortgage written notice of the failure, or the
      holders of the Required Amount of Certificates give CitiMortgage and the Trustee
      such notice; or

    (c)
      CitiMortgage fails to observe or perform in any material respect any other
      covenant or agreement of CitiMortgage set forth in the certificates or in this
      agreement, and the failure 

    · materially
      and adversely affects the rights of the certificate holders, and 

    · continues
      unremedied for 60 business days after the Trustee gives CitiMortgage written
      notice of the failure, requiring the failure to be remedied, or the holders
      of
      the Required Amount of Certificates give such notice to CitiMortgage and the
      Trustee; or

    


    
      
        
           

        

        
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    (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 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

    


    
      
        
           

        

        
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    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 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
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    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 Document
      Custodian, or any Note Custodian, Paying Agent, Certificate Registrar, or
      Authenticating Agent, nor for their performance of their obligations under
      this
      agreement, the Mortgage Document 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

    


    
      
        
           

        

        
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    Mortgage
      Document 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 Document Custodian,
      Depository, Paying Agent, Authenticating Agent appointed pursuant to section
      8.12, and agent of the Trustee appointed pursuant to section 8.2(g), will
      be
      paid by CitiMortgage, as servicer, in accordance with section 3.9(a). Citibank,
      N.A., as Paying Agent, has agreed to a fee of $3,000 a year. CitiMortgage will
      also pay any expenses associated with the resignation or removal of the Trustee
      and the appointment of a successor Trustee.

    In
      consideration of paying the amounts payable pursuant to this section 8.5,
      CitiMortgage may retain any trustee fee that may be payable on the third-party
      mortgage loans. The Trustee (and any such co-Trustee) will be entitled to
      reasonable compensation (which will not be limited by any provision of law
      with
      respect to the compensation of a trustee of an express trust) for all services
      rendered by them in the execution of the trust or trusts hereby created and
      in
      the exercise and performance of any of the powers and duties hereunder of the
      Trustee, and upon notice to CitiMortgage, the Trustee will be paid or reimbursed
      by CitiMortgage for all reasonable expenses, disbursements and advances incurred
      or made by the Trustee in accordance with any of the provisions of this
      agreement (including the reasonable compensation and the expenses and
      disbursements of its counsel and of all persons not regularly in its employ)
      except

    


    
      
        
           

        

        
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    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, each Certificate Registrar, each Note Custodian, each Mortgage Document
      Custodian, each Depository, each Paying Agent, each 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 Note Custodian or Mortgage Document 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. If such
      corporation or national banking association publishes reports of condition
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this section 8.6,
      the combined capital and surplus of such corporation or national banking
      association will be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published. If the Trustee ceases
      to be
      eligible in accordance with the provisions of this section 8.6, the Trustee
      will
      resign immediately in the manner and with the effect specified in section
      8.7.

     

    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
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    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 to the 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
      the certificates to be lowered; or (ii) by the holders of certificates
      evidencing more than 50% of the voting interest of the certificates then
      outstanding and more than 50% of the percentage interests of the residual
      certificates.

    Any
      resignation or removal of the Trustee and appointment of a successor Trustee
      pursuant to any of the provisions of this section 8.7 will not become effective
      until acceptance of appointment by the successor Trustee as provided in section
      8.8.

     

    8.8 Successor
      trustee

    Any
      successor Trustee appointed as provided in section 8.7 will execute, acknowledge
      and deliver to CitiMortgage and to its predecessor Trustee an instrument
      accepting such appointment hereunder, and thereupon the resignation or removal
      of the predecessor Trustee will become effective and such successor Trustee,
      without any further act, deed or conveyance, will become fully vested with
      all
      the rights, powers, duties and obligations of its predecessor hereunder with
      like effect as if originally named as Trustee. The predecessor Trustee will
      deliver to the successor Trustee all mortgage files and related documents and
      statements held by it hereunder; and, if any mortgage notes or mortgage
      documents are then held by the Mortgage Note Custodian or Mortgage Document
      Custodian, respectively, pursuant to a Mortgage Document Custodial Agreement,
      the predecessor Trustee and the Mortgage Note Custodian or the Mortgage Document
      Custodian, as the case may be, will amend such Mortgage Document 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, and to any Insurer. If CitiMortgage fails to mail such notice within
      10 days after acceptance of appointment by the successor Trustee,
      the

    


    
      
        
           

        

        
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    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 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

    


    
      
        
           

        

        
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    (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 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

    


    
      
        
           

        

        
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    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 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

    


    
      
        
           

        

        
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    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 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

    


    
      
        
           

        

        
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    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


            


    

    
      	
              ·

            	
              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 Document 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 release to CMSI
      the
      mortgage files for the mortgage loans. 

    If
      all of
      the certificate holders do not surrender their certificates for cancellation
      within six months after the date specified in the notice, the Trustee will
      give
      a second written notice to the remaining certificate holders to surrender their
      certificates for cancellation and receive the final distribution. If all the
      certificates have not been surrendered for cancellation within one year after
      the second notice, the Trustee may take appropriate steps to contact the
      remaining certificate holders concerning surrender of their certificates, and
      the cost thereof will be paid out of the funds and other assets which remain
      subject hereto. Interest will not accrue for the period of any delay in the
      payment of a certificate resulting from the failure of a holder to surrender
      the
      certificate in accordance with the notice.

    


    
      
        
           

        

        
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    10 General
      provisions

     

    10.1 Amendments

    This
      Agreement may be amended by the parties, without the consent of any of the
      certificate holders, 

    · to
      cure
      an ambiguity or inconsistency, or to correct a mistake, 

    · to
      add
      provisions not inconsistent with this agreement, 

    · to
      comply
      with any requirements imposed by the Internal Revenue Code, 

    · to
      establish a “qualified reserve fund” within the meaning of Internal Revenue Code
      Section 860G(a)(7)(B), or 

    · to
      maintain the status of the Trust Fund as separate constituent REMICs.
      

    This
      Agreement may also be amended by the parties, without certificate holder
      consent, if CMSI
      or
      CitiMortgage delivers an opinion of counsel acceptable to the Trustee and the
      Insurer to the effect that the amendment will not materially adversely affect
      the interests of the certificate holders or the Insurer. 

    The
      Trustee will execute and deliver any amendment to this agreement provided by
      CMSI
      or
      CitiMortgage that conforms to the preceding two paragraphs, but the Trustee
      need
      not enter into any such amendment that affects the Trustee’s own rights, duties
      or immunities under this agreement or otherwise.

    This
      Agreement may also be amended by the parties to add, change or eliminate
      provisions of this agreement, or to modify the rights of certificate holders;
      with the consent of 

    1 the
      holders of 2/3 of the certificates,

    2 if
      a
      class of certificates is affected materially and adversely by the amendment
      in a
      way that is different from the other affected classes, 2/3 of the certificates
      of the differently affected class, and

    3 the
      Insurer if the Insurer is materially and adversely affected by the
      amendment.

    Approval
      shall 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.

    


    
      
        
           

        

        
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    10.2 Recordation
      of Agreement

    Any
      manually signed copy of this agreement may be recorded in any appropriate public
      office for real property records in a county or other jurisdiction where
      mortgaged properties are located, or any other appropriate public recording
      office. CitiMortgage will effect such recordation at its expense upon the
      Trustee’s request, acting at the direction of the holders of a majority by
      percentage interest of the residual certificates. The request must be
      accompanied by a legal opinion to the effect that the recording will materially
      and beneficially affect the interests of the certificate holders. 

     

    10.3 Limitation
      on rights of certificate holders

    A
      certificate holder’s death or incapacity will not terminate this agreement or
      the Trust Fund, nor entitle the certificate holder’s legal representatives or
      heirs to claim an accounting or to take an action or commence a proceeding
      in
      any court for a partition or winding up of the Trust Fund, nor otherwise affect
      the rights, obligations and liabilities of any party to this agreement.


    No
      certificate holder may vote (except as provided in section 10.1) or otherwise
      control the operation and management of the Trust Fund or the obligations of
      the
      parties, nor will anything in this agreement or the certificates be construed
      to
      constitute the certificate holders as partners (except to the extent provided
      in
      Internal Revenue Code Section 860F(e) for holders of residual certificates)
      or
      members of an association; nor will a certificate holder be liable to any third
      person for any action taken by the parties to this agreement pursuant to its
      provisions.

    A
      certificate holder may not institute any suit, action or proceeding with respect
      to this agreement, unless 

    · the
      holder has notified the Trustee of the continuance of an Event of Default,
      

    · the
      holders of the Required Amount of certificates have requested the Trustee to
      institute such action, suit or proceeding in its own name as Trustee, and have
      offered the Trustee such reasonable indemnity as it requires against the costs,
      expenses and liabilities to be incurred, and 

    · the
      Trustee, for 60 days after its receipt of the notice, request and offer of
      indemnity, fails to institute any the action, suit or proceeding.

    Each
      certificate holder understands, and agrees with every other certificate holder
      and the Trustee, that no certificate holders may under this agreement affect,
      disturb or prejudice the rights of any other certificate holders, or obtain
      priority over or preference to any such other holders, or enforce any right
      under this agreement, except as provided in this agreement, and for the equal,
      ratable and common benefit of all certificate holders. For the protection and
      enforcement of the provisions of this section 10.3, each certificate holder
      and
      the Trustee may seek such relief as can be given either at law or in
      equity.

     

    10.4 Governing
      law

    This
      Agreement and the certificates will be governed by the laws of the State of
      New
      York, except that the immunities and standards of care of the Trustee will
      be
      governed by the law of the jurisdiction in which its corporate trust office
      is
      located.

     

    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

    


    
      
        
           

        

        
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    and
      maintain (for federal income tax purposes) one or more “real estate mortgage
      investment conduits” within the meaning of Internal Revenue Code Section 860D,
      and CMSI
      and
      CitiMortgage are hereby granted all necessary powers to further such
      intent.

     

    10.6 Notices

    Except
      as
      otherwise stated in this agreement, all communications relating to this
      agreement including all demands and notices will be in writing and will be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, to a party at the address for notices set forth in the Series Terms
      or at such other address as the party designates in a written notice to each
      other party. Any notice required or permitted to be mailed to a certificate
      holder will be given by first class mail, postage prepaid, at the holder’s
      address shown in the Certificate Register. Any notice so mailed within the
      time
      prescribed in this agreement will be conclusively presumed to have been duly
      given, whether or not the certificate holder receives the notice. Notices to
      the
      Trustee will be effective only upon receipt. 

     

    10.7 Severability
      of provisions

    If
      a
      provision of this agreement is held invalid, then such provisions will be deemed
      severable from the remaining provisions of this agreement and will in no way
      affect the validity or enforceability of the other provisions, or of the
      certificates or the rights of their holders.

     

    10.8 Assignment

    Notwithstanding
      anything to the contrary in this agreement, except as provided in sections
      4.2,
      4.3 and 4.5, CMSI
      or
      CitiMortgage may not assign this agreement without the prior consent of the
      Trustee and the holders of 2/3 of the outstanding certificates and 2/3 of the
      percentage interests of the outstanding residual certificates.

     

    10.9 Certificates
      nonassessable and fully paid

    It
      is the
      intention of the Trustee that the certificate holders will not be personally
      liable for obligations of the Trust Fund, that the interests represented by
      the
      certificates will be nonassessable for any losses or expenses of the Trust
      Fund
      or for any reason whatsoever, and that the certificates upon authentication
      thereof by the Trustee pursuant to section 2.5 are and will be deemed fully
      paid.

     

    11 Depositories

     

    11.1 Depositories

    CitiMortgage
      may transfer the certificate account, buydown account, if any, escrow account,
      custodial accounts for P&I or servicing account to a bank, savings and loan
      association or trust company organized under the laws of the United States
      or
      any State thereof (an “eligible depository”). Upon such transfer, such
      transferee bank, savings and loan association or trust company will be deemed
      to
      be a Depository for the transferred account or accounts. 

    For
      a
      Depository of the certificate account, buydown account, escrow account,
      custodial accounts for P&I or servicing account to satisfy the “rating
      requirement” 

    · its
      long-term debt obligations must be rated at least “A” by Fitch if Fitch is a
      rating agency, and 

    · its
      short-term debt obligations are rated at least “A-1+” by S&P if S&P is a
      rating agency, “F-1” by Fitch if Fitch is a rating agency, and “P-1” by Moody’s
      if Moody’s is a rating agency. 

    If
      a
      Depository ceases to satisfy the rating requirement, then within five business
      days after such cessation, CitiMortgage will 

    


    
      
        
           

        

        
          106

          
            

          

        

        
           

        

      

    

    


    (A)
      transfer or direct the Trustee to transfer the certificate account, buydown
      account, escrow account, custodial accounts for P&I or servicing account to
      an eligible depository that satisfies the rating requirements, 

    (B)
      establish another account in the corporate trust department of the Trustee
      or if
      such Trustee satisfies the rating requirements, in any department of the Trustee
      (the “alternative certificate account,” “alternative buydown account,”
“alternative escrow account,” “alternative custodial accounts for P&I,” or
“alternative servicing account,” as the case may be) and transfer the funds from
      the buydown account to the alternative buydown account, direct CitiMortgage
      or a
      third-party servicer, as applicable, to remit in accordance with this agreement
      any funds deposited into the servicing account, escrow account or custodial
      accounts for P&I to the alternative servicing account, alternative escrow
      account or alternative custodial account for P&I, respectively, and direct
      CitiMortgage to remit in accordance with this agreement any funds deposited
      into
      the certificate account to the alternative certificate account, 

    (C)
      (i)
      cause the Depository to pledge securities in the manner provided by applicable
      law or (ii) pledge or cause to be pledged securities, which will be held by
      the
      Trustee or its agent free and clear of the lien of any third party, in a manner
      conferring on the Trustee a perfected first lien and otherwise reasonably
      satisfactory to the Trustee; such pledge in either case to secure the
      Depository’s performance of its obligations in respect of the certificate
      account, buydown account, escrow account, custodial accounts for P&I or
      servicing account to the extent, if any, that such obligation is not fully
      insured by the FDIC;
      provided,
      however,
      that
      prior to the day a Depository or CitiMortgage, as the case may be, pledges
      securities pursuant to this subsection (C), CitiMortgage, any Insurer and the
      Trustee have received the written assurance of each rating agency that the
      pledging of such securities and any arrangements or agreements relating thereto
      will not result in a reduction or withdrawal of the then-current rating of
      the
      certificates (for any insured class certificates, without reference to any
      certificate insurance policy), 

    (D)
      establish an account or accounts or enter into an agreement so that the existing
      certificate account, buydown account, escrow account, custodial accounts for
      P&I or servicing account is supported by a letter of credit or some other
      form of credit support, which issuer of such letter of credit or other form
      of
      credit support has a long-term and short-term debt rating at least equal to
      the
      rating requirements; provided,
      however,
      that
      prior to the establishment of such an account or the entering into of such
      an
      agreement, CitiMortgage, any Insurer and the Trustee receive written assurance
      from each rating agency that the establishment of such an account or the
      entering into of such an agreement so that the existing certificate account,
      buydown account or servicing account is supported by a letter of credit or
      some
      other form of credit support will not result in a reduction or withdrawal of
      the
      then-current rating on the certificates (for an insured class certificates,
      without reference to a certificate insurance policy), 

    (E)
      establish another account which constitutes an Eligible Account, or


    (F)
      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

    


    
      
        
           

        

        
          107

          
            

          

        

        
           

        

      

    

    


    or
      withdrawal of the then-current rating on the certificates. 

    If
      the
      rating on the certificates has been downgraded as a result of a rating downgrade
      of the Depository, for purposes of this paragraph, the then-current rating
      on
      the certificates will be the rating assigned to the certificates prior to any
      such downgrade (for any insured class certificates, without reference to any
      certificate insurance policy).

     

    



    
      
         

      

      
        108

        
          

        

      

      
         

      

    

     

    


     

    SIGNATURES
      AND ACKNOWLEDGMENTS

    Citicorp
      Mortgage Securities, Inc.

    


    


    


    By:
      /s/
      Daniel P. Hoffman      

    Daniel
      P.
      Hoffman

    President

    


    


    


    


    State
      of
      Missouri      )

    )
      ss.:

    County
      of
      St. Charles   )

     

    On
      the
      26th
      day of
      October 2006 before me, a notary public in and for the State of Missouri,
      personally appeared Daniel P. Hoffman, known to me who, being by me duly sworn,
      did depose and say that he is 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]

    


    
      
        
           

        

        
          109

          
            

          

        

        
           

        

      

    

    


    CitiMortgage,
      Inc.

    


    


    


    By:
      /s/
      Jeffrey K. Sarni         

    Jeffrey
      K. Sarni

    Vice
      President

    


    


    


    


    State
      of
      Missouri      )

    )
      ss.:

    County
      of
      St. Charles         )

     

    On
      the
      26th day of October 2006 before me, a notary public in and for the State of
      Missouri, personally appeared Jeffrey K. Sarni, known to me who, being by me
      duly sworn, did depose and say that he is Vice President of CitiMortgage, Inc.,
      one of the parties that executed the foregoing instrument; and that he signed
      his name thereto by authority of the Board of Directors of said
      corporation.

    


    


    


    /s/ Michele
      E. Hines

    ---------------------------------

    Notary
      Public

    


    


    [Notarial
      Seal]

    


    
      
        
           

        

        
          110

          
            

          

        

        
           

        

      

    

    


    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
      25th day of October 2006 before me, a notary public in and for the Commonwealth
      of Massachusetts, personally appeared Maryellen Hunter known to me who, being
      by
      me duly sworn, did depose and say that he/she is Assistant Vice President of
      U.S. Bank National Association, a national banking association, one of the
      parties that executed the foregoing instrument; and that he/she signed his/her
      name thereto by authority of the Board of Directors of said bank.

    


    


    


    /s/
      Winnie L. Chen

    ---------------------------------

    Notary
      Public

    


    


    [Notarial
      Seal]

    


    
      
        
           

        

        
          111

          
            

          

        

        
           

        

      

    

    


    Citibank,
      N.A.,

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

    


    


    


    By:  /s/
      Nancy Forte          

    Nancy
      Forte

    Assistant
      Vice President

    


    


    


    


    State
      of
      New
      York                   )

                )
      ss.:

    County
      of
      New York  )

     

    On
      the
      26th day of October 2006 before me, a notary public in and for the State of
      New
      York, personally appeared Nancy Forte known to me who, being by me duly sworn,
      did depose and say that he/she is Assistant Vice President of Citibank, N.A.,
      a
      national banking association, one of the parties that executed the foregoing
      instrument; and that he/she signed his/her name thereto by authority of the
      Board of Directors of said bank.

    


    


    


    /s/
      Zenaida Santiago

    ---------------------------------

    Notary
      Public

    


    


    [Notarial
      Seal]

     

     

     

     

    
       

      
        
           

        

        
          112

          
            

          

        

        
           

        

      

       

    

     

     

    

      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 CMALT (CitiMortgage Alternative Loan
        Trust), Series 200[...]-[  ] REMIC Pass-Through Certificates, class
        [R][LR][PR] 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:

       

      COUNTY
        OF
        )

      )

      STATE
        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

      


       

      CMALT
        (CitiMortgage Alternative Loan Trust), Series 2006-A5

      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: November 27, 2006

       

      last
        scheduled distribution date: October 25, [2021][2036]

       

      
        	
                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
        October
        1, 2006 (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
        CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
        Certificates, consisting of twenty-one senior classes, six subordinated classes
        and three 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 [and certain
        other
        property].

       

       

      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:_______________________________

      Daniel
        P.
        Hoffman

      President

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      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:
        October 26, 2006

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      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

      


      CMALT
        (CitiMortgage Alternative Loan Trust), Series 2006-A5

      REMIC
        Pass-Through Certificates 

      Senior
        Class [IA-IO][IIA-IO][IIIA-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: November 27, 2006

       

      last
        scheduled distribution day: October 25, [2021][2036]

       

      


       

      
        	
                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 October 1, 2006 (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
        CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
        Certificates, consisting of twenty-one senior classes, six subordinated classes
        and three 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:_______________________________

      Daniel
        P.
        Hoffman

      President

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      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:
        October 26, 2006

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      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

      


      CMALT
        (CitiMortgage Alternative Loan Trust), Series 2006-A5

      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 notional balance

                 

              	
                $[                ]
                  Single Certificates

                 

              


      

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

       

      first
        distribution day: November 27, 2006

       

      last
        scheduled distribution day: October 25, 2036

       

      
        	
                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, HSBC Securities (USA) Inc. 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 October 1, 2006 (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
CMALT
        (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC
        Pass-Through Certificates, consisting of twenty-one senior classes, six
        subordinated classes and three 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:_______________________________

      Daniel
        P.
        Hoffman

      President

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      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:
        October 26, 2006

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      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 PR, LR AND R CERTIFICATES

       

      CMALT
        (CitiMortgage Alternative Loan Trust), Series 2006-A5

      REMIC
        Pass-Through Certificates 

      Residual
        Class [PR][LR][R] 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 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.

                 

              


      

      A-4-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                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.][Citicorp Mortgage
        Securities, 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 October 1, 2006 (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
        CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
        Certificates, consisting of twenty-one senior classes, six subordinated classes
        and three 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 three segregated asset pools within the Trust Fund
        as real
        estate mortgage investment conduits (each, a “REMIC,” or in the alternative, the
“upper-tier REMIC,” the “lower-tier REMIC,” and the “pooling REMIC,”
respectively). This class [PR][LR][R] certificate represents the “residual
        interest” in the [pooling][lower-tier][upper-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 any of the three segregated asset pools
        comprising the Trust Fund as a REMIC.

       

      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.

       

      A-4-2

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      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:_______________________________

      Daniel
        P.
        Hoffman

      President

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      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:
        October 26, 2006

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      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
        B-3

      


      MORTGAGE
        LOAN SCHEDULE

      


      


      


      


      


      


      


      


      


      


      


      


      


      DEEMED
        INCORPORATED

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      B-3


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      FORM
        OF MORTGAGE DOCUMENT CUTSODIAL AGREEMENT

       

      


      MORTGAGE
        DOCUMENT CUSTODIAL AGREEMENT

      October
        1, 2006

      


       

      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 October
        1, 2006 relating to CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A5
        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 Document Custodian and Mortgage Note
                Custodian.

            


       

      AGREEMENT

       

      1 Appointment
        as Custodian; Acknowledgment of Receipt 

      (a)
        Citibank will serve as Mortgage Document Custodian and Mortgage Note Custodian
        (collectively, Custodian)
        under
        the Pooling Agreement. Citibank certifies to the Trustee that Citibank is
        qualified to serve as Mortgage Document Custodian and 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 Files, including the Mortgage
        Notes referred to in section 2.1 of the Pooling Agreement. Citibank acknowledges
        receipt of the Pooling Agreement and the Mortgage Files. 

      From
        time
        to time, CitiMortgage will forward to Citibank additional documents evidencing
        an assumption or modification of a mortgage loan, and Citibank will hold
        such
        documents in the related Mortgage File in accordance with this agreement
        and the
        Pooling Agreement.

      (c)
        CitiMortgage
        will pay the reasonable custodial fees and expenses of Citibank or its
        successor, including the Trustee if the Trustee holds any Mortgage Files
        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
        DOCUMENT CUSTODIAL AGREEMENT

      October
        1, 2006

      


       

      2 Maintenance
        of office

      Citibank
        will maintain the Mortgage Files, 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 File by loan number, address of mortgaged property,
                and name
                of Mortgagor, 

            


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


            


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

            


      	·  	
              maintain
                accurate records pertaining to Mortgages in the Mortgage Files 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 Files 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 Files as herein provided and will promptly take appropriate
        action to remedy any such failure.

      (b) Release
        of Files.
        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 File or the documents
        set forth in such direction. All documents so released will be held by the
        recipient in trust for the benefit of the Trustee in accordance with the
        Pooling
        Agreement. Such Mortgage Files 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 or 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-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      MORTGAGE
        DOCUMENT CUSTODIAL AGREEMENT

      October
        1, 2006

      


      (c) Review
        of Mortgage Files; Administration; Reports.
        Citibank will attend to all non-discretionary details in connection with
        maintaining custody of the Mortgage Files, including reviewing each Mortgage
        File within 90 days after issuance of the certificates, ascertaining that
        all
        documents required to be delivered pursuant to section 2.1, “Transfer of
        mortgage loans,” of the Pooling Agreement have been executed, received and
        recorded, if applicable, and, in connection therewith, delivering, in electronic
        form, such reports and certifications to the Trustee and CMSI
        as are
        required by the Pooling Agreement. If in the course of such review, or if
        at any
        time during the term of this agreement, Citibank determines that a document
        or
        documents constituting part of a Mortgage File 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 completeness
        of
        the Mortgage File, 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 Files.

      (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 the Mortgage
        Files
        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
        Files 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.

      


      


      C-3


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      MORTGAGE
        DOCUMENT CUSTODIAL AGREEMENT

      October
        1, 2006

      


       

      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 Files; 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.

      (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 Files, 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 File.

      (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.

      


      


      C-4


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      MORTGAGE
        DOCUMENT CUSTODIAL AGREEMENT

      October
        1, 2006

      


      (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 File 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 taking and continuing
        possession of the Mortgage Files), 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.

      


      C-5


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      MORTGAGE
        DOCUMENT CUSTODIAL AGREEMENT

      October
        1, 2006

      


      (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.

       

      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 Files 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.

      


      C-6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      MORTGAGE
        DOCUMENT CUSTODIAL AGREEMENT

      October
        1, 2006

      


       

      11. Governing
        Law 

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

       

      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

      October
        1, 2006

      


      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: Daniel
        P.
        Hoffman

      Title: President

      


      


      CITIMORTGAGE,
        INC.

      


      


      By:_______________________________

      Name: Jeffrey
        K. Sarni

      Title: Vice
        President

      


      


      


      


      


      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 CMALT (CitiMortgage Alternative Loan Trust), Series
        2006-A5 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:

      ___________________

      *
        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 CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A5 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:

      ____________________

      *
        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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      EXHIBIT
        F

      FORM
        OF YIELD MAINTENANCE AGREEMENT

       

       

       

       

      


      CREDIT
        SUISSE INTERNATIONAL


      One
        Cabot
        Square, 
        Telephone 020 7888 8888

      London
        E14 4QJ 
        www.credit-suisse.com

      
 

      26
        October 2006

      


      Credit
        Suisse Management LLC

      11
        Madison Avenue

      New
        York,
        NY 10010

      


      External
        ID: 53155354N
        

      


      ______________________________________________________________________________

      


      Dear
        Sirs,

      


      The
        purpose of this letter agreement (this "Confirmation") is to confirm the
        terms
        and conditions of the Swap Transaction entered into between us on the Trade
        Date
        specified below (the "Swap Transaction"). This Confirmation constitutes a
        "Confirmation" as referred to in the Agreement specified below.

      


      In
        this Confirmation "CSIN" means Credit Suisse International and "Counterparty"
        means Credit
        Suisse Management LLC.

      


      
        	1.	
                 

              	
                The
                  definitions and provisions contained in the 2000 ISDA Definitions
                  (as
                  published by the International Swaps and Derivatives Association,
                  Inc.)
                  are incorporated into this Confirmation. In the event of any inconsistency
                  between those definitions and provisions and this Confirmation,
                  this
                  Confirmation will govern. 

              


      

      


      
        	 	
                This
                  Confirmation supplements, forms part of, and is subject to, the
                  1987
                  Interest Rate and Currency Exchange Agreement dated as of 16 July
                  1990 as
                  amended and supplemented from time to time (the "Agreement"), between
                  you
                  and us. All provisions contained in the Agreement govern this Confirmation
                  except as expressly modified below.


              


      

      


      
        	 	
                CSIN
                  and Counterparty each represents to the other that it has entered
                  into
                  this Swap Transaction in reliance upon such tax, accounting, regulatory,
                  legal, and financial advice as it deems necessary and not upon
                  any view
                  expressed by the other.

              


      

      


      
        	
                2.

              	
                The
                  terms of the particular Swap Transaction to which this Confirmation
                  relates are as follows:

              


      

      


      Transaction
        Type:            Rate
        Cap
        Transaction

       

      
        	 	 	
                Notional
                  Amount:

              	
                USD
                  100,000,000, subject to amortization as set out in the Additional
                  Terms

              


      

      


      Trade
        Date:                03
        October 2006

      


      
        
          
            
            

          

          
            F-1

            
              

            

          

          
            
            

          

        

      

       

      

       

      


      Effective
        Date:              26
        October 2006

       

      
        	 	 	
                Termination
                  Date:

              	
                25
                  December 2010

              


      

      


      Fixed
        Amounts:

      


      Fixed
        Amount Payer:          Counterparty

      


      Fixed
        Amount Payer

      Payment
        Date:                
        26
        October 2006

      


      Fixed
        Amount:               
        USD
        312,000

      


      Floating
        Amounts:

      


      Floating
        Rate

      Payer:                               
        CSIN

      


      Floating
        Rate

      
        	 	 	
                Payer
                  Period End Dates:

              	
                The
                  25th
                  of
                  each month, commencing on 25 November 2006, with No
                  Adjustment.

              


      

      


      Floating
        Rate Payer 

      
        	 	 	
                Payment
                  Dates:

              	
                One
                  Business Day prior to each Floating Rate Payer Period End
                  Date

              


      

      


      
        	 	 	
                Cap
                  Strike Rate:

              	
                5.35%

              


      

      


      
        	 	 	
                Initial
                  Calculation Period:

              	
                From
                  and including 26 October 2006 up to but excluding the Floating
                  Rate Payer
                  Period End Date scheduled to occur on 25 November
                  2006

              


      

      


      Floating
        Rate Option:             
        USD-LIBOR-BBA,
        subject
        to the Maximum Rate of 8.85%

      


      Designated
        Maturity:             
        1
        month


      


      Spread:                     
        None

      


      


      


      Floating
        Rate

      Day
        Count
        Fraction:               
        30/360
        

      
 

       

      
        
          
            
            

          

          
            F-2

            
              

            

          

          
            
            

          

        

      

       

      

      

        
          	 	 	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation
                    Period

                


        

      

         

                   
          Compounding:                 
Inapplicable

      


           
         Business Days:                                                                 
New
        York

       

           
        Calculation Agent:                                              CSIN

      


      3. Account
        Details:

      


      Payments
        to CSIN:                    
        As
        advised separately in writing

      


      Payments
        to Counterparty:              
As
        advised separately in writing

      


      


      


      For
        the
        purpose of facilitating this Transaction, an Affiliate of CSIN, which is
        organized in the United States of America (the “Agent”), has acted as agent for
        CSIN. The Agent is not a principal with respect to this Transaction and shall
        have no responsibility or liability to the parties as a principal with respect
        to this Transaction.

      


      Credit
        Suisse International is authorized and regulated by the Financial Services
        Authority and has entered into this transaction as principal. The time at
        which
        the above transaction was executed will be notified to Counterparty on
        request.

      


      


      


      


      


      


      
        
          
            
            

          

          
            F-3

            
              

            

          

          
            
            

          

        

      

       

      


      ADDITIONAL
        TERMS

      


      


      
        	
                Calculation
                  Period up to but excluding the Period End Date scheduled to occur
                  on:

              	
                 

                Notional
                  Amount (USD):

              
	
                25-November-2006

              	
                100,000,000.00

              
	
                25-December-2006

              	
                98,798,276.12

              
	
                25-January-2007

              	
                97,286,407.10

              
	
                25-February-2007

              	
                95,470,221.04

              
	
                25-March-2007

              	
                93,356,762.92

              
	
                25-April-2007

              	
                90,954,282.30

              
	
                25-May-2007

              	
                88,272,213.21

              
	
                25-June-2007

              	
                85,321,146.24

              
	
                25-July-2007

              	
                82,112,792.74

              
	
                25-August-2007

              	
                78,666,380.07

              
	
                25-September-2007

              	
                74,995,362.21

              
	
                25-October-2007

              	
                71,439,738.39

              
	
                25-November-2007

              	
                67,996,864.65

              
	
                25-December-2007

              	
                64,664,157.44

              
	
                25-January-2008

              	
                61,439,092.23

              
	
                25-February-2008

              	
                58,319,202.18

              
	
                25-March-2008

              	
                55,302,076.79

              
	
                25-April-2008

              	
                52,385,360.68

              
	
                25-May-2008

              	
                49,566,752.25

              
	
                25-June-2008

              	
                46,844,002.53

              
	
                25-July-2008

              	
                44,214,913.94

              
	
                25-August-2008

              	
                41,677,339.14

              
	
                25-September-2008

              	
                39,229,179.85

              
	
                25-October-2008

              	
                36,868,385.78

              
	
                25-November-2008

              	
                34,592,953.50

              
	
                25-December-2008

              	
                32,400,925.38

              
	
                25-January-2009

              	
                30,290,388.57

              
	
                25-February-2009

              	
                28,259,473.92

              
	
                25-March-2009

              	
                26,306,355.06

              
	
                25-April-2009

              	
                24,429,247.38

              
	
                25-May-2009

              	
                22,626,407.07

              
	
                25-June-2009

              	
                20,896,130.21

              
	
                25-July-2009

              	
                19,236,751.86

              
	
                25-August-2009

              	
                17,646,645.17

              
	
                25-September-2009

              	
                16,124,220.51

              


      

      
        	
                25-October-2009

              	
                14,667,924.59

              
	
                25-November-2009

              	
                13,276,239.70

              
	
                25-December-2009

              	
                11,947,682.84

              


      

       

      
 

      
        
          
            
            

          

          
            F-4

            
              

            

          

          
            
            

          

        

      

       

      


      


      
        	
                Calculation
                  Period up to but excluding the Period End Date scheduled to occur
                  on:

              	
                 

                Notional
                  Amount (USD):

              
	
                25-January-2010

              	
                10,680,804.94

              
	
                25-February-2010

              	
                9,474,190.10

              
	
                25-March-2010

              	
                8,326,454.84

              
	
                25-April-2010

              	
                7,236,247.32

              
	
                25-May-2010

              	
                6,202,246.66

              
	
                25-June-2010

              	
                5,223,162.23

              
	
                25-July-2010

              	
                4,297,732.93

              
	
                25-August-2010

              	
                3,424,726.54

              
	
                25-September-2010

              	
                2,602,939.06

              
	
                25-October-2010

              	
                1,831,194.05

              
	
                25-November-2010

              	
                1,108,342.04

              
	
                25-December-2010

              	
                433,259.85

              


      

      


      
        
          
            
            

          

          
            F-5

            
              

            

          

          
            
            

          

        

      

       

       

      


      Please
        confirm that the foregoing correctly sets forth the terms of our agreement
        by
        executing the copy of this Confirmation enclosed for that purpose and returning
        it to us.

      


      


      


                                                                     Yours
        faithfully,

      


                        
Credit
        Suisse International

      


      


      


      By:_____________________________

      Name:
        

      Title:
        

      


      


      


      Confirmed
        as of the date first written above:

      


      Credit
        Suisse Management LLC

      


      


      By:________________________________

      Name:

      Title:
        

      


      


       

      Our
        Reference No: External ID: 53155354N / Risk ID: 447561346 and
        447561362

       

       

      
 

      
        
           

        

        
          F-6

          
            

          

        

        
           

        

      

    

     

    

     

    


    Novation
      Confirmation

    


    Date: 26
      October 2006

    


    
      	
              To:
                

            	
              U.S.
                Bank National Association, not in its individual capacity but as
                Trustee
                on behalf of the Trust created under the Pooling and Servicing Agreement
                in respect of the CMALT (CitiMortgage Alternative Loan Trust), Series
                2006-A5 REMIC Pass-Through
                Certificates

            


    

    


    To:         
      Credit
      Suisse Management LLC

     

    From:     
      Credit
      Suisse International (“CSIN”)

    


    Re:           Novation
      Transaction

    


    External
      ID: 53155354NOV

    ______________________________________________________________________________

    


    Dear
      Sir/Madam:

    


    The
      purpose of this letter is to confirm the terms and conditions of the Novation
      Transaction entered into between the parties and effective from the Novation
      Date specified below. This Novation Confirmation constitutes a “Confirmation” as
      referred to in the New Agreement specified below.

    


    1.
       The
      definitions and provisions contained in the 2004 ISDA Novation Definitions
      (the
“Definitions”) and
      the
      terms and provisions of the 2000 ISDA definitions (the “Product Definitions”),
      each as published by the International Swaps and Derivatives Association, Inc.
      and amended from time to time, are incorporated in this Novation Confirmation.
      In the event of any inconsistency between (i) the Definitions, (ii) the Product
      Definitions and/or (iii) the Novation Agreement and this Novation Confirmation,
      this Novation Confirmation will govern. In the event of any inconsistency
      between the Novation Confirmation and the New Confirmation, the New Confirmation
      will govern for the purpose of the New Transaction.

    


    2. The
      terms
      of the Novation Transaction to which this Novation Confirmation relates are
      as
      follows:

    


    
      	 	
              Novation
                Date:

            	
              26
                October 2006

               

            
	 	
              Novated
                Amount:

            	
              USD
                100,000,000, subject to amortization as set out in the Additional
                Terms 

               

            
	 	
              Transferor:

            	
              Credit
                Suisse Management LLC

               

            
	 	
              Transferee:

            	
              U.S.
                Bank National Association, not in its individual capacity but as
                Trustee
                on behalf of the Trust created under the Pooling and Servicing Agreement
                in respect of the CMALT (CitiMortgage Alternative Loan Trust), Series
                2006-A5 REMIC Pass-Through
                Certificates

            


    

    


    
      
        
           

        

        
          F-7

          
            

          

        

        
           

        

      

    

    

    


    


    
      	 	
              Remaining
                Party:

            	
              CSIN

               

            
	 	
              New
                Agreement (between Transferee and Remaining Party):

            	
              1992
                ISDA Master Agreement dated as of 

              26
                October 2006

            


    

    


    


    


    3. The
      terms
      of the Old Transaction to which this Novation Confirmation relates, for
      identification purposes, are as follows:

    


    
      	 	
              Trade
                Date of Old Transaction:

            	
              03
                October 2006

               

            
	 	
              Effective
                Date of Old Transaction:

            	
              26
                October 2006

               

            
	 	
              Termination
                Date of Old Transaction:

            	
              25
                December 2006

            


    

    


    


    4. The
      terms
      of the New
      Transaction to which this Novation Confirmation relates shall be as specified
      in
      the New Confirmation attached hereto as Exhibit A.

    


    
      	 	
              Full
                First Calculation Period:

            	
              Applicable
                

            


    

     

           
5.
      Miscellaneous
      Provisions:

    
      	  	
               

            


    

        

                 
        Non-Reliance:               
Applicable

    

     

    


    


    For
      the
      purpose of facilitating this Transaction, an Affiliate of CSIN, which is
      organized in the United States of America (the “Agent”), has acted as agent for
      CSIN. The Agent is not a principal with respect to this Transaction and shall
      have no responsibility or liability to the parties as a principal with respect
      to this Transaction.

    


    Credit
      Suisse International is authorized and regulated by the Financial Services
      Authority and has entered into this transaction as principal. The time at which
      the above transaction was executed will be notified to the parties on
      request.

    


    


    


    
      
        
           

        

        
          F-8

          
            

          

        

        
           

        

      

    

     

    

    
 

    The
      parties confirm their acceptance to be bound by this Novation Confirmation
      as of
      the Novation Date by executing a copy of this Novation Confirmation and
      returning it to us. The Transferor, by its execution of a copy of this Novation
      Confirmation, agrees to the terms of the Novation Confirmation as it relates
      to
      the Old Transaction. The Transferee, by its execution of a copy of this Novation
      Confirmation, agrees to the terms of the Novation Confirmation as it relates
      to
      the New Transaction. 

    


    


    Credit
      Suisse International

    


    


    


    By:
      ________________________________

    Name: 

    Title: 

    


    


    


    Credit
      Suisse Management LLC

    


    


    


    By:
      ________________________________

    Name:

    Title:

    


    


    


    U.S.
      Bank
      National Association, not in its individual capacity but as Trustee on behalf
      of
      the Trust created under the Pooling and Servicing Agreement in respect of the
      CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
      Certificates

    


    By:
      ________________________________

    Name: 

    Title: 

    


     

    Our
      Reference No: External ID: 53155354NOV / Risk ID: 447561346 and
      447561362

     

    


    


    


    
      
        
           

        

        
          F-9

          
            

          

        

        
           

        

      

    

    


    


    


    


    EXHIBIT
      A

    


    This
      New
      Confirmation amends, restates and supersedes in its entirety all Confirmation(s)
      dated prior to the date hereof in respect of this New Transaction.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
        F-10

        
          

        

      

      
         

      

    

     

     

    

     

    CREDIT
      SUISSE INTERNATIONAL

    One
      Cabot
      Square, 
      Telephone 020 7888 8888

    London
      E14 4QJ 
      www.credit-suisse.com

    


     

    26
      October 2006

    


    U.S.
      Bank
      National Association, not in its individual capacity but as Trustee on behalf
      of
      the Trust created under the Pooling and Servicing Agreement in respect of the
      CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
      Certificates

    


    External
      ID: 53155354N3

    


    ______________________________________________________________________________

    


    Dear
      Sirs,

    


    The
      purpose of this letter agreement (this "Confirmation") is to confirm the terms
      and conditions of the Swap Transaction entered into between us on the Trade
      Date
      specified below (the "Swap Transaction"). This Confirmation constitutes a
      "Confirmation" as referred to in the Agreement specified below.

    


    In
      this Confirmation "CSIN" means Credit Suisse International and "Counterparty"
      means U.S.
      Bank National Association, not in its individual capacity but as Trustee on
      behalf of the Trust created under the Pooling and Servicing Agreement in respect
      of the CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC
      Pass-Through Certificates.

    


    
      	1.  	
              The
                definitions and provisions contained in the 2000 ISDA Definitions
                (as
                published by the International Swaps and Derivatives Association,
                Inc.)
                are incorporated into this Confirmation. In the event of any inconsistency
                between those definitions and provisions and this Confirmation, this
                Confirmation will govern. 

            


    

    


    
      	 	
              This
                Confirmation supplements, forms part of, and is subject to, the 1992
                ISDA
                Master Agreement dated as of 26 October 2006 as amended and supplemented
                from time to time (the "Agreement"), between you and us. All provisions
                contained in the Agreement govern this Confirmation except as expressly
                modified below. 

            


    

    


    
      	 	
              CSIN
                and Counterparty each represents to the other that it has entered
                into
                this Swap Transaction in reliance upon such tax, accounting, regulatory,
                legal, and financial advice as it deems necessary and not upon any
                view
                expressed by the other.

            


    

    


    
      	
              2.
                 

            	
              The
                terms of the particular Swap Transaction to which this Confirmation
                relates are as follows:

            


    

    


    Transaction
      Type: Rate
      Cap
      Transaction

    


    
      
        
           

        

        
          F-11

          
            

          

        

        
           

        

      

    

    

    


    


    
      	 	 	
              Notional
                Amount:

            	
              USD
                100,000,000, subject to amortization as set out in the Additional
                Terms

            


    

    


    Trade
      Date: 03
      October 2006

    


    
      	 	 	
              Effective
                Date:

            	
              26
                October 2006

            


    

    
      	 	 	
              Termination
                Date:

            	
              25
                December 2010

            


    

    


    Fixed
      Amounts:

    


    Fixed
      Amount Payer:               Counterparty

    


    Fixed
      Amount Payer

    Payment
      Date:                  
      26
      October 2006

    


    Fixed
      Amount:              USD
      312,000

    


    Floating
      Amounts:

    


    Floating
      Rate

    Payer:                                        
      CSIN

    


    Floating
      Rate

    
      	 	 	
              Payer
                Period End Dates:

            	
              The
                25th
                of
                each month, commencing on 25 November 2006, with No
                Adjustment.

            


    

    


    Floating
      Rate Payer 

    
      	 	 	
              Payment
                Dates:

            	
              One
                Business Day prior to each Floating Rate Payer Period End
                Date

            


    

    


    
      	 	 	
              Cap
                Strike Rate:

            	
              5.35%

            


    

    


    
      	 	 	
              Initial
                Calculation Period:

            	
              From
                and including 26 October 2006 up to but excluding the Floating Rate
                Payer
                Period End Date scheduled to occur on 25 November
                2006

            


    

    


    Floating
      Rate Option:          USD-LIBOR-BBA,
      subject
      to the Maximum Rate of 8.85%

    


    Designated
      Maturity:             
      1
      month


    


    Spread:                      
      None

    


    
      
        
           

        

        
          F-12

          
            

          

        

        
           

        

      

    

     

    


     

    Floating
      Rate

    Day
      Count
      Fraction:                
      30/360
      

    


    
      	 	 	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period 

               

            


    

    Compounding:             
Inapplicable

    
       Business
      Days:                                 
      New
      York

    


         
      Calculation Agent:                                            
      CSIN

    


    3. Account
      Details:

    


    Payments
      to
      CSIN:                                 
 As
      advised separately in writing

    


    Payments
      to
      Counterparty:                  
 As
      advised separately in writing

    


    


    


    For
      the
      purpose of facilitating this Transaction, an Affiliate of CSIN, which is
      organized in the United States of America (the “Agent”), has acted as agent for
      CSIN. The Agent is not a principal with respect to this Transaction and shall
      have no responsibility or liability to the parties as a principal with respect
      to this Transaction.

    


    Credit
      Suisse International is authorized and regulated by the Financial Services
      Authority and has entered into this transaction as principal. The time at which
      the above transaction was executed will be notified to Counterparty on
      request.

    


    


    


    


    


    


    
      
        
           

        

        
          F-13

          
            

          

        

        
           

        

      

    

     

    ADDITIONAL
      TERMS

    


    


    
      	
              Calculation
                Period up to but excluding the Period End Date scheduled to occur
                on:

            	
               

               

               

              Notional
                Amount (USD):

            
	
              25-November-2006

            	
              100,000,000.00

            
	
              25-December-2006

            	
              98,798,276.12

            
	
              25-January-2007

            	
              97,286,407.10

            
	
              25-February-2007

            	
              95,470,221.04

            
	
              25-March-2007

            	
              93,356,762.92

            
	
              25-April-2007

            	
              90,954,282.30

            
	
              25-May-2007

            	
              88,272,213.21

            
	
              25-June-2007

            	
              85,321,146.24

            
	
              25-July-2007

            	
              82,112,792.74

            
	
              25-August-2007

            	
              78,666,380.07

            
	
              25-September-2007

            	
              74,995,362.21

            
	
              25-October-2007

            	
              71,439,738.39

            
	
              25-November-2007

            	
              67,996,864.65

            
	
              25-December-2007

            	
              64,664,157.44

            
	
              25-January-2008

            	
              61,439,092.23

            
	
              25-February-2008

            	
              58,319,202.18

            
	
              25-March-2008

            	
              55,302,076.79

            
	
              25-April-2008

            	
              52,385,360.68

            
	
              25-May-2008

            	
              49,566,752.25

            
	
              25-June-2008

            	
              46,844,002.53

            
	
              25-July-2008

            	
              44,214,913.94

            
	
              25-August-2008

            	
              41,677,339.14

            
	
              25-September-2008

            	
              39,229,179.85

            
	
              25-October-2008

            	
              36,868,385.78

            
	
              25-November-2008

            	
              34,592,953.50

            
	
              25-December-2008

            	
              32,400,925.38

            
	
              25-January-2009

            	
              30,290,388.57

            
	
              25-February-2009

            	
              28,259,473.92

            
	
              25-March-2009

            	
              26,306,355.06

            
	
              25-April-2009

            	
              24,429,247.38

            
	
              25-May-2009

            	
              22,626,407.07

            
	
              25-June-2009

            	
              20,896,130.21

            
	
              25-July-2009

            	
              19,236,751.86

            
	
              25-August-2009

            	
              17,646,645.17

            
	
              25-September-2009

            	
              16,124,220.51

            
	
              25-October-2009

            	
              14,667,924.59

            
	
              25-November-2009

            	
              13,276,239.70

            
	
              25-December-2009

            	
              11,947,682.84

            


    

     

     

     

    
      
         

      

      
        F-14

        
          

        

      

      
         

      

    

     

     

    

     

    
      	
               

              Calculation
                Period up to but excluding the Period End Date scheduled to occur
                on:

            	
               

              Notional
                Amount (USD):

            
	
              25-January-2010

            	
              10,680,804.94

            
	
              25-February-2010

            	
              9,474,190.10

            
	
              25-March-2010

            	
              8,326,454.84

            
	
              25-April-2010

            	
              7,236,247.32

            
	
              25-May-2010

            	
              6,202,246.66

            
	
              25-June-2010

            	
              5,223,162.23

            
	
              25-July-2010

            	
              4,297,732.93

            
	
              25-August-2010

            	
              3,424,726.54

            
	
              25-September-2010

            	
              2,602,939.06

            
	
              25-October-2010

            	
              1,831,194.05

            
	
              25-November-2010

            	
              1,108,342.04

            
	
              25-December-2010

            	
              433,259.85

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
           

        

        
          F-15

          
            

          

        

        
           

        

      

    

     

    

    
 

    Please
      confirm that the foregoing correctly sets forth the terms of our agreement
      by
      executing the copy of this Confirmation enclosed for that purpose and returning
      it to us.

    


    


    


                                  Yours
      faithfully,

    


                         
      Credit Suisse International

    


    


    


    By:_____________________________

    Name:
      

    Title:
      

    


    


    


    Confirmed
      as of the date first written above:

    


    U.S.
      Bank
      National Association, not in its individual capacity but as Trustee on behalf
      of
      the Trust created under the Pooling and Servicing Agreement in respect of the
      CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
      Certificates

    


    


    By:________________________________

    Name:

    Title:
      

    


    


     

    Our
      Reference No: External ID: 53155354N3 / Risk ID: 447561346 and
      447561362

     

     

     

     

     

     

    
      
         

      

      
        F-16

        
          

        

      

      
         

      

    

    


     

    

       

      (Multicurrency—Cross
        Border)

       

       

      ISDAÒ

      International
        Swap Dealers Association, Inc.

       

      MASTER
        AGREEMENT

       

      dated
        as
        of October 26, 2006

       

      
        	
                 

                Credit
                  Suisse International

                (“Party
                  A”)

                 

              	
                and

                 

              	
                U.S.
                  Bank National Association,
                  not in its individual capacity but as Trustee on behalf of the
                  Trust
                  created under the Pooling and Servicing Agreement in respect of
                  the
                  CMALT
                  (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC
                  Pass-Through Certificates

                (“Party
                  B”)

              


      

      


       

      have
        entered and/or anticipate entering into one or more transactions (each a
        “Transaction”) that are or will

       

      be
        governed by this Master Agreement, which includes the schedule (the “Schedule”),
        and the documents

       

      and
        other
        confirming evidence (each a “Confirmation”) exchanged between the parties
        confirming those Transactions.

       

      Accordingly,
        the parties agree as follows:—

       

      1.  Interpretation

       

      (a)  Definitions.
        The
        terms defined in Section 14 and in the Schedule will have the meanings therein
        specified for the purpose of this Master Agreement.

       

      (b)  Inconsistency.
        In the
        event of any inconsistency between the provisions of the Schedule and the
        other
        provisions of this Master Agreement, the Schedule will prevail. In the event
        of
        any inconsistency between the provisions of any Confirmation and this Master
        Agreement (including the Schedule), such Confirmation will prevail for the
        purpose of the relevant Transaction.

       

      (c)  Single
        Agreement.
        All
        Transactions are entered into in reliance on the fact that this Master Agreement
        and all Confirmations form a single agreement between the parties (collectively
        referred to as

       

      this
        “Agreement”), and the parties would not otherwise enter into any
        Transactions.

       

      2.  Obligations

       

      (a)  General
        Conditions.

       

      (i)  Each
        party will make each payment or delivery specified in each Confirmation to
        be
        made by it, subject to the other provisions
        of this
        Agreement.

       

      (ii)  Payments
        under this Agreement will be made on the due date for value on that date
        in the
        place of
        the
        account specified in the relevant Confirmation or otherwise pursuant to this
        Agreement, in freely transferable funds and in the manner customary for payments
        in the required currency. Where settlement is by delivery (that is, other
        than
        by payment), such delivery will be made for receipt on the due date in the
        manner customary for the relevant obligation unless otherwise specified in
        the
        relevant Confirmation or elsewhere in this Agreement.

       

      (iii)  Each
        obligation of each party under Section 2(a)(i) is subject to (1) the condition
        precedent that
        no
        Event of Default or Potential Event of Default with respect to the other
        party
        has occurred and
        is
        continuing, (2) the condition precedent that no Early Termination Date in
        respect of the relevant Transaction has occurred or been effectively designated
        and (3) each other applicable condition precedent specified in this
        Agreement.

       

       


      
        
           

        

        
          F-17

          
            

          

        

        
           

        

      



      value
        of
        that which was (or would have been) required to be delivered as of the
        originally scheduled date for delivery, in each case together with (to the
        extent permitted under applicable law) interest, in the currency, of such
        amounts, from (and including) the date such amounts or obligations were or
        would
        have been required to have been paid or performed to (but excluding) such
        Early
        Termination Date, at the Applicable Rate. Such amounts of interest will be
        calculated on the basis of daily compounding and the actual number of days
        elapsed. The fair market value of any obligation referred to in clause (b)
        above
        shall be reasonably determined by the party obliged to make the determination
        under Section 6(e) or, if each party is so obliged, it shall be the average
        of
        the Termination Currency Equivalents of the fair market values reasonably
        determined by both parties.

       

      IN
        WITNESS WHEREOF the parties have executed this document on the respective
        dates
        specified below with effect from the date specified on the first page of
        this
        document.

       

      
        	
                 

                 

                Credit
                  Suisse International

                 

              	 	
                 

                  U.S.
                  Bank National Association,
                  not in its individual capacity but as Trustee on behalf of the
                  Trust
                  created under the Pooling and Servicing Agreement in respect of
                  the
                  CMALT
                  (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
                  Certificates

              
	
                 

                 

                By:                                 

                 

                Name:
                  

                Title:

                 

              	 	
                 

                 

                By:                                 

                 

                Name:
                  

                Title:
                  

                 

              
	
                 

                 

                 

                 

                By:                                 

                 

                Name:
                  

                Title:
                  

              	 	 


      

      


      


      


      


       

      
        
           

        

        
          F-18

          
            

          

        

        
           

        

      

      


       

      

        


        


        Schedule

        to
          the

        Master
          Agreement

        


        dated
          as
          of October 26, 2006

        


        


        between

        


        


        


        
          	
                  Credit
                    Suisse International,

                  an
                    unlimited company incorporated

                  under
                    the laws of England and Wales

                  ("Party
                    A")

                	
                  and

                	
                  U.S.
                    Bank National Association,
                    not in its individual capacity but as Trustee on behalf of the
                    Trust
                    created under the Pooling and Servicing Agreement in respect
                    of the
                    CMALT
                    (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
                    Certificates

                  ("Party
                    B")

                
	 	 	 


        

        


        


        


        Part
          1

        Termination
          Provisions

        


        


        In
          this
          Agreement:

        


        


        (a) Specified
          Entity.
          "Specified Entity" shall have no meaning in relation to Party A or Party
          B.

        


        (b) Specified
          Transaction.
          Specified Transaction will have the meaning specified in Section
          14.

        


        (c) Certain
          Events of Default. The
          following Events of Default will apply to the parties as specified below,
          and
          the definition of "Event of Default" in Section 14 is deemed to be modified
          accordingly:

        


        Section
          5(a)(i) (Failure To Pay or Deliver) will apply to Party A and will apply
          to
          Party B.

        Section
          5(a)(ii) (Breach of ) will apply to Party A and will apply to Party
          B.

        Section
          5(a)(iii) (Credit Support Default) will not apply to Party A or Party
          B.

        Section
          5(a)(iv) (Misrepresentation) will apply to Party A and will apply to Party
          B.


        Section
          5(a)(v) (Default Under Specified Transaction) will not apply to Party A
          or Party
          B.

        Section
          5(a)(vi) (Cross Default) will not apply to Party A and will not apply to
          Party
          B.

        Section
          5(a)(vii) (Bankruptcy) will apply to Party A and will apply to Party
          B.

        Section
          5(a)(viii) (Merger Without Assumption) will apply to Party A and will apply
          to
          Party B.

        


        (d) Termination
          Events.
          The
“Illegality” provision of Section 5(b)(i), the “Tax Event” provision of Section
          5(b)(ii), the “Tax Event Upon Merger” provision of Section 5(b)(iii) and the
“Credit Event Upon Merger” provision of Section 5(b)(iv) will apply to both
          Party A and Party B.

         

        
 

        
          
             

          

          
            F-19

            
              

            

          

          
             

          

        

         

        (e) Automatic
          Early Termination.
          The
          "Automatic Early Termination" provision of Section 6(a) will not apply
          to Party
          A or Party B.

        


        (f) Payments
          on Early Termination.
          For the
          purpose of Section 6(e), the Second Method and Market Quotation will
          apply.

        


        (g) Termination
          Currency. 
          "Termination Currency" means United States Dollars.

        


        (h) Additional
          Termination Event. 

        


        Each
          of
          the following shall be an Additional Termination Event with respect to
          Party B
          as the sole Affected Party:

        


        (1) Termination
          of Trust.
          The
          termination of the obligations and responsibilities of the parties to the
          Pooling and Servicing Agreement pursuant to Section 11.01 of the Pooling
          and
          Servicing Agreement. 

        


        (2) Amendment
          of Pooling and Servicing Agreement.
          Party B
          shall fail to comply with Part 5(h) of this Schedule.

        


        
          	 	
                  (3)

                	
                  Counterparty
                    Rating Agency Downgrade. If
                    Party A no longer has a long-term credit rating of at least A
                    (or its
                    equivalent) from at least one of the Rating Agencies rating the
                    CMALT
                    (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
                    Certificates (the “Certificates”)
                    (a
                    “Counterparty Rating Agency Downgrade”),
                    provided that none of the following events shall occur: Party
                    A shall, no
                    later than the 30th day following the Counterparty Rating Agency
                    Downgrade, either (1) obtain a substitute Counterparty that
                    is a bank or other financial institution that has a long-term
                    credit
                    rating of at least A (or its equivalent) from at least one of
                    the Rating
                    Agencies rating the Certificates (the “Counterparty
                    Rating Requirement”),
                    (2) obtain a guaranty of or a contingent agreement of another
                    person that
                    meets the Counterparty Rating Requirement to honor Party A’s
                    obligations
                    hereunder, (3) post collateral under the Credit Support Annex
                    attached
                    hereto and made a part hereof, or (4) restore its long-term credit
                    rating
                    to at least A (or its equivalent) from at least one of the Rating
                    Agencies
                    rating the Certificates. As
                    used herein: (i) “Moody’s” means Moody’s Investors Service, Inc., or any
                    successor nationally recognized statistical rating organization,
                    (ii)
                    “S&P” means Standard & Poor’s Ratings Services, a division of The
                    McGraw-Hill Companies, Inc. or any successor nationally recognized
                    statistical rating organization, (iii) “Fitch” means Fitch Ratings, or any
                    successor nationally recognized statistical rating organization,
                    and (iv)
                    “Rating Agency” means Moody’s, S&P, or
                    Fitch.

                


        

        


        
          	 	
                  (4)

                	
                  Failure
                    by Party A to comply with the provisions of Part 5(n) of this
                    Schedule.

                


        

        


         


        
          
             

          

          
            F-20

            
              

            

          

          
             

          

        


        Part
          2

        Tax
          Representations

        


        


        (a) Payer
          Tax Representations.
          For the
          purpose of Section 3(e), Party A and Party B each makes the following
          representation:

        


        
          	 	
                  It
                    is not required by any applicable law, as modified by the practice
                    of any
                    relevant governmental revenue authority, of any Relevant Jurisdiction
                    to
                    make any deduction or withholding for or on account of any Tax
                    from any
                    payment (other than interest under Section 2(e), 6(d)(ii) or
                    6(e)) to be
                    made by it to the other party under this Agreement. In making
                    this
                    representation, it may rely on:

                


        

        


        (i)    
the
          accuracy of any representation made by the other party pursuant to Section
          3(f);

        


        
          	 	
                  (ii)

                	
                  the
                    satisfaction of the agreement of the other party contained in
                    Section
                    4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any
                    document
                    provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii);
                    and

                


        

        


        
          	 	
                  (iii)

                	
                  the
                    satisfaction of the agreement of the other party contained in
                    Section
                    4(d);

                


        

        


        
          	 	
                  provided
                    that it shall not be a breach of this representation where reliance
                    is
                    placed on clause (ii), and the other party does not deliver a
                    form or
                    document under Section 4(a)(iii) by reason of material prejudice
                    to its
                    legal or commercial position.

                


        

        


        (b) Payee
          Tax Representations.
          For the
          purpose of Section 3(f), 

        


        
          	 	
                  (i)

                	
                  Party
                    A makes the following representation to Party
                    B:

                


        

        


        
          	 	
                  (A)

                	
                  Party
                    A is entering into each Transaction in the ordinary course of
                    its trade
                    as, and is, a recognized UK bank as defined in Section 840A of
                    the UK
                    Income and Corporation Taxes Act of
                    1988.

                


        

        


        
          	 	
                  (B)

                	
                  Party
                    A has been approved as a Withholding Foreign Partnership by the
                    US
                    Internal Revenue Service.

                


        

        


        
          	 	
                  (C)

                	
                  Party
                    A's Withholding Foreign Partnership Employer Identification Number
                    is
                    98-0330001.

                


        

        


        
          	 	
                  (D)

                	
                  Party
                    A is a partnership that agrees to comply with any withholding
                    obligation
                    under Section 1446 of the Internal Revenue Code.
                    

                


        

        


        (ii)          
          Party
          B
          makes no Payee Tax Representations.

        


        


        


        


        



        
          
             

          

          
            F-21

            
              

            

          

          
             

          

        


        Part
          3

        Agreement
          to Deliver Documents

        


        


        Each
          party agrees to deliver the following documents as applicable:

        


        (a) For
          the
          purpose of Section 4(a)(i), tax forms, documents or certificates to be
          delivered
          are:

        


        
          	
                  Party
                    required to deliver document

                	 	
                  Form/Document/
                    Certificate

                	 	
                  Date
                    by which to be delivered

                	 	 
	 	 	 	 	 	 	 
	
                  Party
                    A

                	 	
                  U.S.
                    Internal Revenue Service Form W-8IMY or any successor forms
                    thereto

                	 	
                  (i)
                    Before the first Payment Date under this Agreement, such form
                    to be
                    updated at the beginning of each succeeding three-calendar-year
                    period
                    after the first payment date under this Agreement, (ii) promptly
                    upon
                    reasonable demand by Party B, and (iii) promptly upon learning
                    that any
                    such Form previously provided by Party A has become obsolete
                    or
                    incorrect.

                	 	 


        

        


        


        (b) For
          the
          purpose of Section 4(a)(ii), other documents to be delivered are:

        


        
          	
                  Party
                    required to deliver document

                	 	
                  Form/Document/
                    Certificate

                	 	
                  Date
                    by which to be delivered

                	 	
                  Covered
                    by Section 3(d) Representation

                
	 	 	 	 	 	 	 
	
                  Party
                    A and 

                  Party
                    B

                	 	
                  Evidence
                    reasonably satisfactory to the other party as to the names, true
                    signatures and authority of the officers or officials signing
                    this
                    Agreement or any Confirmation on its behalf

                	 	
                  Upon
                    execution this Agreement and, if requested, upon execution of
                    any
                    Confirmation

                	 	
                  Yes

                
	 	 	 	 	 	 	 


        


        
          
             

          

          
            F-22

            
              

            

          

          
             

          

        


        


        
          	
                  Party
                    A 

                	 	
                  A
                    copy of the annual report for such party containing audited or
                    certified
                    financial statements for the most recently ended financial
                    year

                	 	
                  Upon
                    request, as soon as publicly available

                	 	
                  Yes

                
	 	 	 	 	 	 	 
	
                  Party
                    A

                	 	
                  An
                    opinion of counsel to such party reasonably satisfactory in form
                    and
                    substance to the other party covering the enforceability of this
                    Agreement
                    against such party

                	 	
                  Upon
                    execution of this Agreement

                	 	
                  No

                
	 	 	 	 	 	 	 
	
                  Party
                    B

                	 	
                  All
                    opinions of counsel to Party B and counsel to the Servicer, delivered
                    as
                    of the Closing Date

                	 	
                  Upon
                    execution of this Agreement

                	 	
                  No

                
	 	 	 	 	 	 	 
	
                  Party
                    B

                	 	
                  Executed
                    copies of the Pooling and Servicing Agreement and such other
                    documents as
                    requested by Party A.

                	 	
                  Upon
                    execution of this Agreement or as soon as reasonably practicable
                    thereafter.

                	 	
                  No

                
	 	 	 	 	 	 	 
	
                  Party
                    B

                	 	
                  Such
                    other information in connection with the Certificates or the
                    Pooling and
                    Servicing Agreement in the possession of Party B as Party A may
                    reasonably
                    request.

                	 	
                  Upon
                    request

                	 	
                  No

                
	
                  Party
                    B

                	 	
                  Any
                    and all proposed and executed amendments to the Pooling and Servicing
                    Agreement.

                	 	
                  Each
                    (i) the date of distribution to the Certificates or (ii) the
                    date of
                    execution by Party B, as applicable.

                	 	
                  No

                


        


        
          
             

          

          
            F-23

            
              

            

          

          
             

          

        


        Part
          4

        Miscellaneous

        


        


        (a) Addresses
          for Notices.
          For the
          purpose of Section 12(a):

        


        Notwithstanding
          Section 12 (a) of the Agreement, all notices, including those to be given
          under
          Section 5 or Section 6 of the Agreement, may be given by facsimile transmission
          or electronic messaging system.

        


        (i) (1) Address
          for notices or communications to Party A:

        


        Address:      
          One
          Cabot
          Square                                     Attention:   (1) Head
          of
          Credit Risk Management;

        London
          E14 4QJ                                
          (2) Global
          Head of OTC Operations,

                                                                                                            
          Operations Department; 

                                                                                                       (3) General
          Counsel Europe -

                                                                                                            
          Legal and Compliance Department

        


        Telex
          No.:  264521                                          
Answerback: CSIN
          G

        


        With
          copies to:

        


        
          	
                      
                    Address:

                	
                  Credit
                    Suisse Securities (USA) LLC 

                  11
                    Madison Avenue

                  New
                    York, N.Y. 10010

                	
                  Attention:

                	
                  Joseph
                    Little

                
	 	 	 	 
	
                       
                    Telephone No.:

                	
                  (212)
                    325-7892

                	
                  Facsimile
                    No.:

                	
                  212-742-5181

                


        

        


        
          	 	
                  (2)

                	
                  For
                    the purpose of facsimile notices or communications under this
                    Agreement:

                


        

        


        Facsimile
          No.: +44
          (0)
          207 888 2686

        Attention: General
          Counsel Europe - Legal and Compliance Department

        


        
          	 	
                  Telephone
                    number for oral confirmation of receipt of facsimile in legible
                    form: +44
                    (0) 207 888 4465

                


        

        Designated
          responsible employee for the purposes of Section 12(a)(iii): Senior Legal
          Secretary

        


        With
          a
          copy to:

         

        Facsimile
          No. +44 (0) 207 888 3715

        Head
          of
          Credit Risk Management

        


        With
          a
          copy to:

         

        Facsimile
          No. +44 (0) 207 888 9503

        Global
          Head of OTC Operations, Operations Department.

        


        
          	
                  (ii)

                	 	
                  Address
                    for notices or communications to Party
                    B:

                


        

        


        
          	
                  Address:

                   

                   

                   

                  Telephone
                    No.:

                	
                  U.S.
                    Bank National Association

                  One
                    Federal Street, 3rd
                    Floor

                  Boston,
                    MA 02110

                   

                  617-603-6402

                	
                  Attention:

                   

                   

                   

                  Facsimile
                    No.:

                	
                  Corporate
                    Trust Services

                   

                   

                   

                  617-603-6637

                


        

        



        
          
             

          

          
            F-24

            
              

            

          

          
             

          

        


        (For
          all
          purposes.)

        


        With
          copies to:

        


        
          	
                  Address:

                	
                  Citibank
                    N.A.

                  Agency
                    and Trust

                  388
                    Greenwich Street, 14th Floor

                  New
                    York, NY 10013

                	
                  Attention:

                	
                  Nancy
                    Forte

                
	 	 	 	 
	
                  Telephone
                    No.:

                	
                  (212)
                    816-5685

                	
                  Facsimile
                    No.:

                	
                  (212)
                    816-5527

                


        

        


        (b) Process
          Agent.
          For the
          purpose of Section 13(c):

        


        Party
          A
          appoints as its Process Agent: Credit Suisse Securities (USA) LLC, Eleven
          Madison Avenue, New York, NY 10010 (Attention: General Counsel, Legal and
          Compliance Department).

        


        Party
          B
          appoints as its Process Agent: Not Applicable. 

        
           

          (c) Offices. 
            The provisions of Section 10(a) will apply to this
            Agreement

        

        
          	
                   

                	
                   

                


        

        (d) Multibranch
          Party.
          For the
          purpose of Section 10(c):

        


        Party
          A
          is not a Multibranch Party.

        


        Party
          B
          is not a Multibranch Party.

        


        (e) Calculation
          Agent.
          The
          Calculation Agent is Party A.

        


        (f) Credit
          Support Document.
          Details
          of any Credit Support Document: 

        


        (i) With
          respect to Party B, the pooling and servicing agreement dated as of October
          1, 2006,
          among
          Citicorp Mortgage Securities, Inc., as depositor, CitiMortgage, Inc., as
          servicer and master servicer, and Citibank, N.A., in its individual capacity
          and
          as paying agent, certificate registrar and authentication agent, and Party
          B, in
          its individual capacity and as trustee, as amended from time to time (the
          “Pooling and Servicing Agreement”).

         

        (ii)
           With
          respect to Party A: Not Applicable.

        


        (g) Credit
          Support Provider.

        


        Credit
          Support Provider means in relation to Party A: Not
          applicable.

        


        Credit
          Support Provider means in relation to Party B: Not
          applicable.

        


        (h) Governing
          Law.
          This
          Agreement and, to the fullest extent permitted by applicable law, all matters
          arising out of or relating in any way to this Agreement, will be governed
          by and
          construed in accordance with the laws of the State of New York without
          reference
          to choice of law doctrine.

        


        (i) Netting
          of Payments.
          Section
          2(c)(ii) of this Agreement will not apply to the Transactions.

        


        (j) Affiliate.
          Affiliate will have the meaning specified in Section 14, provided that
          Party B
          shall be deemed to have no Affiliates.


        
          
             

          

          
            F-25

            
              

            

          

          
             

          

        


        Part
          5

        Other
          Provisions

        


        


        (a) Definitions.
          Unless
          otherwise specified in a Confirmation, this Agreement and each Transaction
          between the parties are subject to the 2000 ISDA Definitions as published
          by the
          International Swaps and Derivatives Association, Inc. (the "2000 Definitions"),
          and will be governed in all relevant respects by the provisions set forth
          in the
          2000 Definitions, without regard to any amendment to the 2000 Definitions
          subsequent to the date hereof. The provisions of the 2000 Definitions are
          incorporated by reference in and shall be deemed a part of this Agreement,
          except that references in the 2000 Definitions to a "Swap Transaction"
          shall be
          deemed references to a "Transaction" for purposes of this
          Agreement.

        


        (b) Independent
          Reliance.
          The
          parties agree to amend Section 3 of this Agreement by the addition of the
          following provision at the end thereof and marked as subsection
          (g).

        


        
          	 	
                  "(g)

                	
                  Independent
                    Reliance. Party
                    A is entering into this Agreement and will enter into each Transaction
                    in
                    reliance upon such tax, accounting, regulatory, legal, and financial
                    advice as it deems necessary and not upon any view expressed
                    by the other
                    party. Party B is entering into this Agreement and will enter
                    into each
                    Transaction in reliance upon the direction of the Depositor and
                    not upon
                    any view expressed by the other
                    party."

                


        

        


        (c) Change
          of Account.
          Section
          2(b) of this Agreement is hereby amended by the addition of the following
          after
          the word "delivery" in the first line thereof:

        


        
          	 	
                  "to
                    another account in the same legal and tax jurisdiction as the
                    original
                    account"

                


        

        


        (d) Escrow
          Payments.
          If
          (whether by reason of the time difference between the cities in which payments
          are to be made or otherwise) it is not possible for simultaneous payments
          to be
          made on any date on which both parties are required to make payments hereunder,
          either party may at its option and in its sole discretion notify the other
          party
          that payments on that date are to be made in escrow. In this case deposit
          of the
          payment due earlier on that date shall be made by 2.00 pm (local time at
          the
          place for the earlier payment) on that date with an escrow agent selected
          by the
          notifying party, accompanied by irrevocable payment instructions (i) to
          release
          the deposited payment to the intended recipient upon receipt by the escrow
          agent
          of the required deposit of the corresponding payment from the other party
          on the
          same date accompanied by irrevocable payment instructions to the same effect
          or
          (ii) if the required deposit of the corresponding payment is not made on
          that
          same date, to return the payment deposited to the party that paid it into
          escrow. The party that elects to have payments made in escrow shall pay
          all
          costs of the escrow arrangements.

        


        (e) Recording
          of Conversations. Each
          party to this Agreement acknowledges and agrees to the tape recording of
          conversations between the parties to this Agreement whether by one or other
          or
          both of the parties and each party hereby consents to such recordings being
          used
          as evidence in Proceedings.

        


        (f) Waiver
          of Right to Trial by Jury.
          Each
          party waives, to the fullest extent permitted by applicable law, any right
          it
          may have to a trial by jury in respect of any suit, action or proceeding
          relating to this Agreement or any Credit Support Document. Each party (i)
          certifies that no representative, agent or attorney of the other party
          or any
          Credit Support Provider has represented, expressly or otherwise, that such
          other
          party would not, in the event of such a suit action or proceeding, seek
          to
          enforce the foregoing waiver and (ii) acknowledges that it and the other
          party
          have been induced to enter into this Agreement and provide for any Credit
          Support Document, as applicable by, among other things, the mutual waivers
          and
          certifications in this Section.

        


        (g) Pooling
          and Servicing Agreement.

        


        (1) Capitalized
          terms used in this Agreement that are not defined herein and are defined
          in the
          Pooling and Servicing Agreement shall have the respective meanings assigned
          to
          them in the Pooling and Servicing Agreement.


        
          
             

          

          
            F-26

            
              

            

          

          
             

          

        


        


        (2) Notwithstanding
          any other provision of this Agreement, Party A may not, prior to the date
          which
          is one year and one day, or if longer the applicable preference period
          then in
          effect, after the payment in full of all Certificates, institute against,
          or
          join any other Person in instituting against, the Trust any bankruptcy,
          reorganization, arrangement, insolvency, moratorium or liquidation proceedings,
          or other proceedings under Federal, State, or bankruptcy or similar laws.
          Nothing shall preclude, or be deemed to stop, Party A (i) from taking any
          action
          prior to the expiration of the aforementioned one year and one day period,
          or if
          longer the applicable preference period then in effect, in (A) any case
          or
          proceeding voluntarily filed or commenced by the Trust or (B) any involuntary
          insolvency proceeding filed or commenced by a Person other than Party A,
          or (ii)
          from commencing against the Trust or any of the Collateral any legal action
          which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium,
          liquidation or similar proceeding. Party A further
          acknowledges that Party B’s obligations hereunder shall be solely the
          obligations of the Trust and that recourse in respect of any obligations
          of
          Party B hereunder will be limited to assets of the Trust as applied in
          accordance with the terms of the Pooling and Servicing Agreement and, on
          exhaustion thereof, all claims against Party B arising from this Agreement
          or
          contemplated hereby shall be extinguished.

        


        (3) Party
          B
          will provide at least 30 days’ prior written notice to Party A of any proposed
          amendment or modification to the Pooling and Servicing Agreement.

        


        (h) Amendment
          of the Pooling and Servicing Agreement.
          Party B
          will not, without the prior written consent of Party A, consent to any
          amendment, supplement or other modification of the Pooling and Servicing
          Agreement, in each case as solely determined by Party A, in a manner that
          would
          (i) adversely affect the ability of Party B to perform, timely and fully,
          its
          obligations under this Agreement, (ii) affect or change the rights of Party
          A or
          the benefits accorded to Party A under the Pooling and Servicing Agreement
          or
          this Agreement, (iii) affect or change the obligations of Party A under
          this
          Agreement or (iv) modify the meaning of any term used herein and defined
          in the
          Pooling and Servicing Agreement or any component thereof. Any such amendment,
          supplement or modification without such consent of Party A shall not be
          binding
          on Party A.

        


        (i) Transfer.
          Section
          7 is hereby amended to read in its entirety as follows:

        


        Except
          as
          stated under Section 6(b)(ii), in this Section 7, and Part 5(h) of the
          Schedule,
          and except for the assignment by way of security in favor of the Party
          B under
          the Pooling and Servicing Agreement, neither Party A nor Party B is permitted
          to
          assign, novate or transfer (whether by way of security or otherwise) as
          a whole
          or in part any of its rights, obligations or interests under this Agreement
          or
          any Transaction without the prior written consent of the other party;
provided,
          however,
          that
          (i) Party A may make such a transfer of this Agreement pursuant to a
          consolidation or amalgamation with, or merger with or into, or transfer
          of
          substantially all of its assets to, another entity, or an incorporation,
          reincorporation or reconstitution, and (ii) with the written consent of
          Party B,
          Party A may transfer this Agreement to any Person, including, without
          limitation, another of Party A’s offices, branches or affiliates (any such
          Person, office, branch or affiliate, a "Transferee"); provided
          that,
          with respect to clause (ii), (A) as of the date of such transfer the Transferee
          will not be required to withhold or deduct on account of a Tax from any
          payments
          under this Agreement unless the Transferee will be required to make payments
          of
          additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in
          respect
          of such Tax (B) a Termination Event or Event of Default does not occur
          under
          this Agreement as a result of such transfer; (C) such notice is accompanied
          by a
          written instrument pursuant to which the Transferee acquires and assumes
          the
          rights and obligations of Party A so transferred; and (D) Party A will
          be
          responsible for any costs or expenses incurred in connection with such
          transfer.
          Party B will execute such documentation as is reasonably deemed necessary
          by
          Party A for the effectuation of any such transfer.

        


        Except
          as
          specified otherwise in the documentation evidencing a transfer, a transfer
          of
          all the obligations of Party A made in compliance with this Section 7 will
          constitute an acceptance and assumption of such obligations (and any related
          interests so transferred) by the Transferee, a novation of the transferee
          in
          place of Party A with respect to such obligations (and any related interests
          so
          transferred), and a release and discharge by Party B of Party A from, and
          an
          agreement by Party B not to make any claim for payment, liability, or otherwise
          against Party A with respect to, such obligations from and after the effective
          date of the transfer.


        
          
             

          

          
            F-27

            
              

            

          

          
             

          

        


        


        In
          addition, Party A may transfer this Agreement without the prior consent
          of the
          Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty
          Rating Requirement or that has furnished a guarantee of the obligations
          under
          this Agreement from a guarantor that that satisfies the Counterparty Rating
          Requirement.

        


        (j) Notice
          of Certain Events or Circumstances.
          Each
          party agrees, upon learning of the occurrence or existence of any event
          or
          condition that constitutes (or that with the giving of notice or passage
          of time
          or both would constitute) an Event of Default or Termination Event with
          respect
          to such party, promptly to give the other party notice of such event or
          condition (or, in lieu of giving notice of such event or condition in the
          case
          of an event or condition that with the giving of notice or passage of time
          or
          both would constitute an Event of Default or Termination Event with respect
          to
          the party, to cause such event or condition to cease to exist before becoming
          an
          Event of Default or Termination Event); provided
          that
          failure to provide notice of such event or condition pursuant to this Part
          5(j)
          shall not constitute an Event of Default or a Termination Event. 

        


        (k) Regarding
          Party A. Party
          B
          acknowledges and agrees that Party A has had and will have no involvement
          in
          and, accordingly Party A accepts no responsibility for: (i) the establishment,
          structure, or choice of assets of the Trust; (ii) the selection of any
          person
          performing services for or acting on behalf of Party B or the Trust; (iii)
          the
          selection of Party A as the Counterparty; (iv) the terms of the Certificates;
          (v) the preparation of or passing on the disclosure and other information
          contained in any offering circular for the Certificates, the Pooling and
          Servicing Agreement, or any other agreements or documents used by any party
          in
          connection with the marketing and sale of the Certificates; (vi) the ongoing
          operations and administration of the Trust, including the furnishing of
          any
          information to Party B which is not specifically required under this Agreement;
          or (vii) any other aspect of the Trust’s existence.

        


        (l) Commodity
          Exchange Act.
          Each
          party represents to the other party on and as of the date hereof and on
          each
          date on which a Transaction is entered into among them that:

        


        
          	 	
                  (i)

                	
                  such
                    party is an “eligible contract participant” as defined in the U.S.
                    Commodity Exchange Act (the “CEA”);

                


        

         

        
          	 	
                  (ii)

                	
                  neither
                    this Agreement nor any Transaction has been executed or traded
                    on a
                    “trading facility” as such term is defined in the CEA;
                    and

                


        

         

        
          	 	
                  (iii)

                	
                  such
                    party is entering into each Transaction in connection with its
                    business or
                    a line of business and the terms of this Agreement and each Transaction
                    have been individually tailored and
                    negotiated.

                


        

         

        


        (m)  Trustee
          Capacity.
          It is
          expressly understood and agreed by the parties hereto that (i) this Agreement
          is
          executed and delivered by U.S. Bank National Association, not in its individual
          capacity but as Trustee on behalf of the Trust created under the Pooling
          and
          Servicing Agreement in respect of the CMALT
          (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
          Certificates,
          in the
          exercise of the powers and authority conferred upon and vested in it thereunder,
          (ii) each of the representations, warranties, covenants, undertakings and
          agreements herein made on the part of Party B has not been made or intended
          as a
          representation, warranty, covenant, undertaking or agreement by U.S. Bank
          National Association in its individual capacity, but is made and intended
          for
          the purpose of binding only the assets of the Trust available therefor
          in
          accordance with the terms of the Pooling and Servicing Agreement, (iii)
          nothing
          herein contained shall be construed as creating any liability on U.S. Bank
          National Association, in its individual capacity, to perform any covenant
          either
          expressed or implied contained herein, all such liability, if any, being
          expressly waived by the parties hereto and by any Person claiming by, through
          or
          under the parties hereto and (iv) under no circumstances shall U.S. Bank
          National Association, in its individual capacity, be liable for the payment
          of
          any indebtedness or expenses of Party B or be liable for the breach or
          failure
          of any obligation, representation, warranty or covenant made or undertaken
          by
          Party B under this Agreement or any other related document, as to all of
          which
          recourse shall be had solely to the assets of the Trust in accordance with
          the
          terms of the Pooling and Servicing Agreement.


        
          
             

          

          
            F-28

            
              

            

          

          
             

          

        


        


        (n) Compliance
          with Regulation AB.

        


        
          	 	
                  (i)

                	
                  It
                    shall be a swap disclosure event ("Swap Disclosure Event") if,
                    at any time
                    after the date hereof, so long as the Certificates are outstanding
                    and
                    there is a reporting obligation under the Securities Exchange
                    Act of 1934,
                    as amended, the Depositor or the Sponsor notifies Party A that
                    the
                    aggregate "significance percentage" (calculated in accordance
                    with the
                    provisions of Item 1115 of Regulation AB) of all derivative instruments
                    provided by Party A and any of its affiliates to Party B (collectively,
                    the "Aggregate Significance Percentage") is 10% or
                    more.

                


        

         

        
          	 	
                  (ii)

                	
                  Upon
                    the occurrence of a Swap Disclosure Event, Party A shall take
                    one of the
                    following actions:

                


        

         

        
          	 	
                  (a)

                	
                  provide
                    to the Sponsor and the Depositor: (i) if the Aggregate Significance
                    Percentage is 10% or more, but less than 20%, within five (5)
                    Business
                    Days, the information required under Item 1115(b)(1) of Regulation
                    AB or
                    (ii) if the Aggregate Significance Percentage is 20% or more,
                    within five
                    (5) Business Days, the financial information required under Item
                    1115(b)(2) of Regulation AB, (each, "Swap Financial Disclosure");
                    or
                    

                


        

         

        
          	 	
                  (b)

                	
                  assign
                    its rights and delegate its obligations under the Transaction
                    to a
                    counterparty with the Approved Ratings Thresholds (or which satisfies
                    the
                    Rating Agency Condition), that (x) provides the information specified
                    in
                    clause (a) above to the Depositor and Sponsor and (y) enters
                    into
                    documentation substantially similar to the documentation then
                    in place
                    between Party A; or 

                


        

         

        
          	 	
                  (c)

                	
                  obtain
                    a guaranty of Party A's obligations under this Agreement from
                    an affiliate
                    of Party A that is able to provide the applicable Swap Financial
                    Disclosure and cause such affiliate to provide to the Sponsor
                    and the
                    Depositor such Swap Financial Disclosure within five (5) Business
                    Days; or
                    

                


        

         

        
          	 	
                  (iii)

                	
                  For
                    so long as the Aggregate Significance Percentage is 10% or more
                    and a Swap
                    Disclosure Event is continuing, Party A shall provide any updates
                    to the
                    information provided pursuant to clause (ii) above to the Sponsor
                    and the
                    Depositor within five (5) Business Days following availability
                    thereof
                    (but in no event more than 45 days after the end of each of Party
                    A's
                    fiscal quarter for any quarterly update, and in no even more
                    than 90 days
                    after the end of each of Party A's fiscal year for any annual
                    update).

                


        

         

        
          	 	
                  (iv)

                	
                  All
                    information provided pursuant to clauses (ii) and (iii) above
                    shall be in
                    a form suitable for conversion to the format required for filing
                    by the
                    Depositor with the Commission via the Electronic Data Gathering
                    and
                    Retrieval System (EDGAR). In addition, any such information,
                    if audited,
                    shall be accompanied by any necessary auditor's consents or,
                    if such
                    information is unaudited, shall be accompanied by an appropriate
                    agreed-upon procedures letter from Party A's accountants. If
                    permitted by
                    Regulation AB, any such information may be provided by reference
                    to or
                    incorporation by reference from reports filed pursuant to the
                    Exchange
                    Act.

                


        

         

        


        


        
          
             

          

          
            F-29

            
              

            

          

          
             

          

        



        IN
          WITNESS WHEREOF, the parties have executed this Schedule by their duly
          authorized representatives as of the date of the Agreement.

        


        
          	
                   

                  CREDIT
                    SUISSE INTERNATIONAL

                   

                	
                  U.S.
                    BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT
                    AS TRUSTEE
                    ON BEHALF OF THE TRUST CREATED UNDER THE POOLING AND SERVICING
                    AGREEMENT
                    IN RESPECT OF THE CMALT (CITIMORTGAGE ALTERNATIVE LOAN TRUST),
                    Series
                    2006-A5 REMIC PASS-THROUGH CERTIFICATES

                
	
                   

                  By:                            

                  Name:

                  Title:

                   

                	
                   

                  By:                              

                  Name:

                  Title:

                
	 	 
	
                   

                  By:                              

                  Name:

                  Title:

                   

                	 


        

        


         

        


         

        
          	
                   

                  Solely
                    for the purpose of paragraph (n) of Part 5

                   

                   

                  CITICORP
                    MORTGAGE SECURITIES, INC.

                   

                
	
                   

                  By:                            

                  Name:

                  Title:

                   

                


        

        


         



      
        
           

        

        
          F-30

          
            

          

        

        
           

        

      

    

     

    

      


      


      Elections
        and Variables

      to
        the ISDA Credit Support Annex

      dated
        as of October 26, 2006

      between

      


      
        	
                Credit
                  Suisse International,

                an
                  unlimited company incorporated

                under
                  the laws of England and Wales

                ("Party
                  A")

              	
                and

              	
                U.S.
                  Bank National Association,
                  not in its individual capacity but as Trustee on behalf of the
                  Trust
                  created under the Pooling and Servicing Agreement in respect of
                  the
                  CMALT
                  (CitiMortgage Alternative Loan Trust), Series 2006-A5 REMIC Pass-Through
                  Certificates

                ("Party
                  B")

              


      

      


      Paragraph
        13.

      


      (a) Security
        Interest for "Obligations".

      


      
        	 	
                The
                  term "Obligations"
                  as
                  used in this Annex includes the following additional
                  obligations:

              


      

      


      With
        respect to Party A: None.

      


      With
        respect to Party B: None.

      


      
        	
                (b)

              	
                Credit
                  Support Obligations.

              


      

      


      
        	 	
                (i)

              	
                Delivery
                  Amount, Return Amount and Credit Support
                  Amount.

              


      

      


      
        	 	 	
                (A)
                  "Delivery
                  Amount"
                  has the meaning specified in Paragraph
                  3(a).

              


      

      


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

              


      

      


      
        	 	 	
                (C)
                  "Credit
                  Support Amount"
                  has the meaning specified in Paragraph
                  3.

              


      

      


      (ii) Eligible
        Collateral.
        On any
        date, the following items will qualify as "Eligible
        Collateral"
        for each
        party:


      
        
           

        

        
          F-31

          
            

          

        

        
           

        

      


      


      
        	 	 	
                 

                 

                Valuation

                 

                Percentage

                 

              
	
                (A)

                 

              	
                Cash

                 

              	
                100%

                 

              
	
                (B)

                 

              	
                negotiable
                  debt obligations issued after 18 July 1984 by the U.S. Treasury
                  Department
                  having a residual on such date of less than 1 year

                 

              	
                100%

                 

              
	
                (C)

                 

              	
                negotiable
                  debt obligations issued after 18 July 1984 by the U.S. Treasury
                  Department
                  having a residual maturity on such date equal to or greater than
                  1 year
                  but less than 5 years

                 

              	
                97%

                 

              
	
                (D)

                 

              	
                negotiable
                  debt obligations issued after 18 July 1984 by the U.S. Treasury
                  Department
                  having a residual maturity on such date equal to or greater than
                  5 years
                  but less than 10 years

                 

              	
                95%

                 

              
	
                (E)

                 

              	
                (1)
                  Agency Securities having a remaining stated maturity of up to ten
                  years
                  from the Valuation Date. “Agency Securities” means unsecured,
                  unsubordinated negotiable debt
                  obligations issued by the Federal National Mortgage Association,
                  the
                  Government National Mortgage Association, the Federal Home Loan
                  Mortgage
                  Corporation, or the Federal Home Loan Banks, but excluding Interest-only
                  and principal-only securities.

                 

                (2)
                  Agency
                  Securities having a remaining stated maturity of greater than ten
                  years,
                  but not more than 30 years, from the Valuation Date.

                 

              	
                97%

                 

                 

                 

                 

                96%

                 

              
	
                (F)

                 

              	
                In
                  respect of a party, such other assets as the other party may from
                  time to
                  time specify in writing as qualifying as Eligible Collateral for
                  the
                  purpose of this Annex (provided that any such assets shall cease
                  to
                  qualify as Eligible Collateral if such other party subsequently
                  specifies
                  in writing that they shall no longer qualify as Eligible Collateral).
                  For
                  the avoidance of doubt there are no other assets which, as of the
                  date of
                  this Annex, qualify as Eligible Collateral for either party.

                 

              	
                Such
                  percentage as shall, from time to time, be specified by the other
                  party as
                  applying to such Eligible Collateral.

                 

              


      

      



      
        
           

        

        
          F-32

          
            

          

        

        
           

        

      


      


      (iii) Other
        Eligible Support.
        With
        respect to a party, such Other Eligible Support as the other party may from
        time
        to time specify in writing as qualifying as "Other Eligible
        Support"
        and for
        the avoidance of doubt there are no items which qualify as Other Eligible
        Support for either party as of the date of this Annex.

      


      
        	 	
                (iv)

              	
                Thresholds.

              


      

      


      
        	 	
                (A)

              	
                "Independent
                  Amount"
                  means with respect to Party A and Party B:
                  Zero.

              


      

       

      (B) "Threshold"
        means
        with respect to Party A: Infinity; provided,
        if Party A’s long-term
        credit rating falls below A (or its equivalent) from all three of the Rating
        Agencies (as defined in the Schedule), then
        the
        Threshold with respect to Party A shall be zero.

       

      "Threshold"
        means
        with respect to Party B: Infinity 

       

      
        	 	
                (C)

              	
                "Minimum
                  Transfer Amount"
                  means with respect to Party
                  A:$250,000.

              


      

       

      "Minimum
        Transfer Amount"
        means
        with respect to Party B:$250,000.

       

      (D) Rounding.
        The
        Delivery Amount and the Return Amount will be rounded up and down respectively
        to the nearest integral multiple of $10,000.

      


      
        	
                (c)

              	
                Valuation
                  and Timing.

              


      

      


      (i) "Valuation
        Agent"
        means,
        for purposes of Paragraphs 3 and 5, the party making the demand under Paragraph
        3; for the purposes of Paragraph 4(d)(ii), the Secured Party receiving the
        Substitute Credit Support; and, for purposes of Paragraph 6(d), the Secured
        Party receiving or deemed to receive the Distributions or the Interest Amount,
        as applicable provided that where there has occurred and is continuing an
        Event
        of Default, Potential Event of Default or Specified Condition in respect
        of such
        party it shall not be a Valuation Agent and the other party shall be the
        Valuation Agent.

      


      (ii) "Valuation
        Date"
        means
        the first day of each calendar week that is a Local Business Day which, if
        treated as a Valuation Date, would result in a Delivery Amount or Return
        Amount;
        or such other Local Business Day that either party may elect to designate
        a
        Valuation Date by notice to the Valuation Agent.


      
        
           

        

        
          F-33

          
            

          

        

        
           

        

      


      


      (iii) "Valuation
        Time"
        means
        the close of business in the city of the Valuation Agent on the Local Business
        Day before the Valuation Date or date of calculation, as applicable,
provided
        that the
        calculations of Value and Exposure will be made as of approximately the same
        time on the same date. 

      


      (iv) "Notification
        Time"
        means
        4:00 p.m., London time, on a Local Business Day.

      


      
        	
                (d)

              	
                Conditions
                  Precedent and Secured Party's Rights and
                  Remedies. 

              


      

      


      (i) Subject
        to Paragraphs 13(d)(ii) and 13(d)(iii), for the purposes of this Annex the
        following events will each be a "Specified
        Condition"
        for the
        party specified (that party being the Affected Party if the event occurs
        with
        respect to that party):

      


      
        	 	
                Party
                  A

                 

              	
                Party
                  B

                 

              
	
                - Illegality

                 

              	
                X

                 

              	
                X

                 

              
	
                - Credit
                  Event Upon Merger

                 

              	
                X

                 

              	
                X

                 

              
	
                - Additional
                  Termination Event(s):

              	 	 
	
                An
                  event which, with the giving of notice or the passage of time,
                  or both,
                  would constitute one or more of the foregoing events 

              	
                X

              	
                X

              


      

      


      (ii) For
        the
        purposes of sub-Paragraphs 4(a)(ii), 8(a)(2) and 8(b), the words "Specified
        Condition"
        shall be
        deleted and the words "Termination Event" shall be substituted therefor and
        provided further that for the purposes of Paragraph 8(b) the words "or been
        designated" shall be deleted in their entirety;

      


      (iii) For
        the
        purposes of sub-Paragraph 8(a)(1) the words "Specified
        Condition"
        shall be
        deleted in their entirety.

      


      
        	
                (e)

              	
                Substitution.

              


      

      


      (i) "Substitution
        Date"
        has the
        meaning specified in Paragraph 4(d)(ii).

      


      
        	 	
                (ii)

              	
                Consent.
                  The Pledgor must obtain the Secured Party's prior consent to any
                  substitution pursuant to Paragraph 4(d) and shall give to the Secured
                  Party not less than two (2) Local Business Days notice thereof
                  specifying
                  the items of Posted Credit Support intended for
                  substitution.

              


      


      
        
           

        

        
          F-34

          
            

          

        

        
           

        

      


      


      
        	 	
                (iii)

              	
                Return
                  Procedure.
                  In Paragraph 4(d)(ii) the words "not later than the Local Business
                  Day
                  following" shall be deleted and replaced with the words "as soon
                  as
                  practical after".

              


      

      


      
        	
                (f)

              	
                Dispute
                  Resolution.

              


      

      


      (i) "Resolution
        Time"
        means
        4:00 p.m. London time on the Local Business Day following the date on which
        the
        notice of the dispute is given under Paragraph 5.

      


      (ii) Value.
        For the
        purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of Eligible
        Collateral and Posted Collateral will be calculated as follows: 

      


      (A) with
        respect to any Cash; the amount thereof;

      


      (B) with
        respect to any Eligible Collateral comprising securities; the sum of (a)(x)
        the
        last mid-market price on such date for such securities on the principal national
        securities exchange on which such securities are listed, multiplied by the
        applicable Valuation Percentage or (y) where any such securities are not
        listed
        on a national securities exchange, the mid-market price for such securities
        quoted as at the close of business on such date by any principal market maker
        for such securities chosen by the Valuation Agent, multiplied by the applicable
        Valuation Percentage or (z) if no such bid price is listed or quoted for
        such
        date, the last mid-market price listed or quoted (as the case may be), as
        of the
        day next preceding such date on which such prices were available; multiplied
        by
        the applicable Valuation Percentage; plus (b) the accrued interest on such
        securities (except to the extent that such interest shall have been paid
        to the
        Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
        referred to in subparagraph (a) above) as of such date; and

      


      (C) with
        respect to any Eligible Collateral other than Cash and securities; the fair
        market value of such Eligible Collateral on such date, as determined in any
        reasonable manner chosen by the Valuation Agent, multiplied by the applicable
        Valuation Percentage.

      


      (iii) Alternative.
        The
        provisions of Paragraph 5 will apply provided that the obligation of the
        appropriate party to deliver the undisputed amount to the other party will
        not
        arise prior to the time that would otherwise have applied to the Transfer
        pursuant to, or deemed made, under Paragraph 3 if no dispute had
        arisen.

      


      
        	
                (g)

              	
                Holding
                  and Using Posted
                  Collateral.

              


      


      
        
           

        

        
          F-35

          
            

          

        

        
           

        

      


      


      
        	 	
                (i)

              	
                Eligibility
                  to Hold Posted Collateral; Custodians:

              


      

      


      Party
        A: Not
        applicable

      


      Party
        B
        or its Custodian will be entitled to hold Posted Collateral pursuant to
        Paragraph 6(b); provided that

      


      (1) whichever
        of Party B or its Custodian that is holding Posted Collateral, shall at all
        times have a long term debt or deposit rating of at least A from Standard
&
Poor's Ratings Services, a division of McGraw-Hill Inc. and at least A2 from
        Moody's Investors Service, Inc. (or their respective successors) and have
        net
        capital in excess of US$500 million;

      


      (2) the
        Custodian for Party B shall first be approved by Party A and shall be an
        account
        holder in the U.S. Federal Reserve System; and

      


      (3) Party
        B
        is not a Defaulting Party.

      


      
        	
                (h)

              	
                Distributions
                  and Interest Amount.

              


      

      


      (i) Interest
        Rate. 
        The
"Interest
        Rate"
        will be,
        the effective rate for Federal Funds, as published on Telerate Page 118,
        provided that if, for any reason, Telerate Page 118 should be unavailable
        the
        Interest Rate shall be such rate as the Secured Party shall reasonably
        determine.

      


      (ii) Transfer
        of Interest Amount.
        The
        Transfer of the Interest Amount will be made on the second Local Business
        Day
        following the end of each calendar month, to the extent that a Delivery Amount
        would not be created or increased by that transfer in which event such Interest
        Amount will be retained by the Secured Party, and on any Local Business Day
        on
        which all Posted Collateral in the form of Cash is Transferred to the Pledgor
        pursuant to Paragraph 3(b).

      


      (iii) Alternative
        to Interest Amount.
        The
        provisions of Paragraph 6(d)(ii) will apply and for the purposes of calculating
        the Interest Amount the amount of interest calculated for each day of the
        Interest Period shall be compounded daily.

      


      
        	
                (i)

              	
                Additional
                  Representation(s).
                  There are no additional representations by either
                  party.

              


      

      


      
        	
                (j)

              	
                Other
                  Eligible Support and Other Posted
                  Support.

              


      

      


      (i) "Value"
        with respect to Other Eligible Support and Other Posted Support shall have
        such
        meaning as the parties shall agree in writing from time to
        time.


      
        
           

        

        
          F-36

          
            

          

        

        
           

        

      


      


      (ii)
         "Transfer"
        with respect to Other Eligible Support and Other Posted Support shall have
        such
        meaning as the parties shall agree in writing from time to time.

      


      
        	
                (k)

              	
                Demands
                  and Notices. All
                  demands, specifications and notices under this Annex will be made
                  pursuant
                  to the Addresses for Notices Section of this Agreement, save that
                  any
                  demand, specification or notice:

              


      

      


      (i) shall
        be
        given to or made at the following addresses:

      


      
        	 	
                If
                  to Party A:

              


      

      


      Address: One
        Cabot
        Square

      London
        E14 4QJ

      England.
        

      


      Telephone: 44
        20
        7883 5324

      Facsimile: 44
        20
        7883 7987

      Attention: Collateral
        Management Unit

      
        	 	
                or
                  at such other address as the relevant party may from time to time
                  designate by giving notice (in accordance with the terms of this
                  paragraph) to the other party;

              


      

      


      (ii) shall
        (unless otherwise stated in this Annex) be deemed to be effective at the
        time
        such notice is actually received unless such notice is received on a day
        which
        is not a Local Business Day or after the Notification Time on any Local Business
        Day in which event such notice shall be deemed to be effective on the next
        succeeding Local Business Day.

      


      
        	
                (l)

              	
                Address
                  for Transfers.

              


      

      


      
        	 	
                Party
                  A: To be notified to Party B by Party A at the time of the request
                  for the
                  Transfer.

              


      

      


      Party
        B:


      


      Citibank,
        N.A.

      Agency
        and Trust

      New
        York,
        NY

      ABA
        #
        021-000-089

      A/C
        3617-2242

      Further
        Credit to Account #106106

      Ref:
        Account #CMALT 2006-A5 


      
        
           

        

        
          F-37

          
            

          

        

        
           

        

      


      


      
        	
                (m)

              	
                Other
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Additional
                  Definitions. As
                  used in this Annex:

              


      

      


      
        	 	 	
                "Equivalent
                  Collateral" means,
                  with respect to any security constituting Posted Collateral, a
                  security of
                  the same issuer and, as applicable, representing or having the
                  same class,
                  series, maturity, interest rate, principal amount or liquidation
                  value and
                  such other provisions as are necessary for that security and the
                  security
                  constituting Posted Collateral to be treated as equivalent in the
                  market
                  for such securities;

              


      

      


      
        	 	 	
                "Local
                  Business Day"
                  means:
                  (i) any day on which commercial banks are open for business (including
                  dealings in foreign exchange and foreign currency deposits) in
                  London, and
                  (ii) in relation to a Transfer of Eligible Collateral, a day on
                  which the
                  clearance system agreed between the parties for the delivery of
                  Eligible
                  Collateral is open for acceptance and execution of settlement instructions
                  (or in the case of a Transfer of Cash or other Eligible Collateral
                  for
                  which delivery is contemplated by other means, a day on which commercial
                  banks are open for business (including dealings for foreign exchange
                  and
                  foreign deposits) in New York and such other places as the parties
                  shall
                  agree);

              


      

      


      
        	 	
                (ii)

              	
                Transfer
                  Timing

              


      

      


      (a) Paragraph
        4(b) shall be deleted and replaced in its entirety by the following paragraph:
        

      


      
        	 	 	 	
                "Subject
                  to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand
                  for
                  the Transfer of Eligible Credit Support or Posted Credit Support
                  is made
                  by the Notification Time, then the relevant Transfer will be made
                  not
                  later than the close of business on the second Local Business Day
                  thereafter; if a demand is made after the Notification Time then
                  the
                  relevant Transfer will be made not later than the close of business
                  on the
                  third Local Business Day
                  thereafter."

              


      

      


      (b) Paragraph
        6(d)(1) shall be amended so that the reference therein to "the following
        Local
        Business Day" shall be replaced by reference to "the second Local Business
        Day
        thereafter".

      


      (iii) Events
        of Default 

      


      Paragraph
        7 shall be amended so that the references in Paragraph 7(i), Paragraph 7(ii)
        and
        Paragraph 7(iii) to "two Local Business Days", "five Local Business



      
        
           

        

        
          F-38

          
            

          

        

        
           

        

      


      Days"
        and
        "thirty days" respectively, shall instead be replaced by "one Local Business
        Day", "three Local Business Days" and "three Local Business Days"
        respectively.

      


      (iv) Holding
        Collateral

      


      The
        Secured Party shall cause any Custodian appointed hereunder to open and maintain
        a segregated account and to hold, record and identify all the Posted Collateral
        in such segregated account and, subject to Paragraphs 6(c) and 8(a), such
        Posted
        Collateral shall at all times be and remain the property of the Pledgor and
        shall at no time constitute the property of, or be commingled with the property
        of, the Secured Party or the Custodian.

      



      
        
           

        

        
          F-39

          
            

          

        

        
           

        

      


       

      IN
        WITNESS WHEREOF,
        the
        parties have executed this document on the respective dates specified below
        with
        effect from the date specified on the first page of this document.

      


      


      
        	
                 

                CREDIT
                  SUISSE INTERNATIONAL

                 

              	
                 

                U.S.
                  BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT AS
                  TRUSTEE
                  ON BEHALF OF THE TRUST CREATED UNDER THE POOLING AND SERVICING
                  AGREEMENT
                  IN RESPECT OF THE CMALT (CITIMORTGAGE ALTERNATIVE LOAN TRUST),
                  SERIES
                  2006-A5 REMIC PASS-THROUGH CERTIFICATES

                 

              
	
                 

                 

                By:                        

                Name:
                  

                Title:
                  

                Date:
                  

                 

              	
                 

                 

                By:                        

                Name:
                  

                Title:
                  

                Date:
                  

                 

              
	 	 
	
                 

                By:                        

                Name:
                  

                Title:
                  

                Date:
                  

                 

              	 


      

      


    

     

     

    
      
         

      

      
        F-40