CMSI 2006-5 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

       

      Citicorp
        Mortgage Securities Trust, Series 2006-5

       

      REMIC
        Pass-Through Certificates

       

       

      October
        1, 2006

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      

        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 12

                


        

         

        
          	 	
                  12.8

                	
                  Right
                    to repurchase 12

                


        

         

        
          	 	
                  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 13

                


        

         

         

        
          	
                  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
                    17

                


        

         

        
          	 	
                  16.3

                	
                  Distribution
                    priorities 17

                


        

         

        
          	 	
                  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 20

                


        

         

         

        
          	
                  20

                	
                  LIBOR
                    classes 21

                


        

         

         

        
          	
                  21

                	
                  Composite
                    and component classes 22

                


        

         

         

        
          	
                  22

                	
                  Multiple-pool
                    series 23

                


        

         

        
          	 	
                  22.1

                	
                  Adjustment
                    of subordinated component class principal balances
                    23

                


        

         

        
          	 	
                  22.2

                	
                  Maintenance
                    of subordination 24

                


        

         

        
          	 	
                  22.3

                	
                  Distribution
                    shortfalls 25

                


        

         

        
          	 	
                  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

                


        

         

        
          	 	
                  27.5

                	
                  Tax
                    matters person 31

                


        

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          	
                  28

                	
                  Yield
                    maintenance agreement 32

                


        

         

        
          	 	
                  28.1

                	
                  Agreement
                    32

                


        

         

        
          	 	
                  28.2

                	
                  Tax
                    treatment 33

                


        

         

         

        
          	
                  29

                	
                  Notice
                    addresses 33

                


        

         

         

        
          	
                  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’s
          representations 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 92

         

        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

         

         

        7 Default
          93

         

        7.1 Events
          of Default 93

         


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        7.2 Trustee
          to act; appointment of successor 95

         

         

        8 The
          Trustee 95

         

        8.1 Duties
          95

         

        8.2 Liability
          96

         

        8.3 Trustee
          not liable for certificates or mortgage loans 97

         

        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 99

         

        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
          103

         

        9.1 Termination
          upon repurchase by CMSI
          or
          liquidation of all mortgage loans 103

         

         

        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 107

         

        10.5 Maintenance
          of REMICs
          107

         

        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 2

         

         

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

         

         

        PAC
          Schedule PAC
          1

         

         

        TAC
          Schedule TAC
          1

         

         

        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, 17

      accrual
        directed class, 17

      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, 32

      Authenticating
        Agent, 9, 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-1,
        9

      class
        IIIA-1 certificates, 9

      class
        IIIA-IO, 9

      class
        IIIA-IO certificates, 9

      class
        L
        regular interests, 28

      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, 33

      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, 15

      denominations,
        12

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Depository,
        38

      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, 96

      GIC,
        39

      GNMA,
        39

      group,
        23, 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,
        22

      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,
        30

      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
        class,
        17

      net
        liquidation proceeds, 41

      net
        Paying Agent advances, 42

      net
        REO
        proceeds, 42

      net
        voluntary advances, 42

      non-accelerated
        senior class, 17

      nonrecoverable
        advance, 42

      non-subordinated
        losses, 42

      non-supported
        prepayment interest shortfall, 42

      notional
        balance, 13

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      officer’s
        certificate, 42

      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

      planned
        balances, 17

      PO
        class,
        44

      PO
        loan,
        44

      PO
        strip,
        44

      pool,
        44

      pool
        distribution amount, 45

      pool
        I,
        23

      pool
        II,
        23

      pool
        III,
        23

      POOLING
        REMIC,
        28

      pooling
        REMIC
        account,
        30

      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,
        17

      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, 9

      residual
        distribution, 17

      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

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      subordination
        depletion date, 49

      subordination
        level, 16

      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

      targeted
        balances, 17

      target-rate
        class, 12

      target-rate
        class percentage, 49

      target-rate
        loan, 49

      target-rate
        strip, 49

      tax
        matters person, 31

      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,
        26

      Underwriter,
        10

      unscheduled
        principal payments, 50

      upper-tier
        REMIC,
        28

      upper-tier
        REMIC
        account,
        30

      voluntary
        advance, 65

      voting
        interest, 13

      yield
        maintenance agreement, 32

      yield
        maintenance amount, 32

      yield
        maintenance payments, 32

      yield
        maintenance provider, 32

      yield
        maintenance reserve fund, 32

       

       

      
        
          
          

        

        
          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 “Citicorp Mortgage Securities Trust, Series 2006-5” (the Trust).
        CMSI
        is the
        settlor of the Trust, and U.S. Bank National Association is the trustee (in
        such
        capacity, the Trustee).

      The
        Trust
        will issue a series of certificates designated as “Citicorp Mortgage Securities
        Trust, Series 2006-5 REMIC
        Pass-Through
        Certificates.” The certificates will consist of and be further designated
        as

      (i) 20
        senior
        classes
        of
        certificates individually designated as

      · for
        each
        integer x,
        from 1
        through 14, inclusive, “Senior Class IA-x
        Certificates” (the class
        IA-x certificates
        or
class
        IA-x);

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

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

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

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

      · “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) two
        residual interests individually designated as

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

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

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

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


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      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
        Underwriters
        for the
        series are HSBC
        Securities (USA)
        Inc.
        and Citigroup Global Markets Inc., and the Purchaser
        is
        Citigroup Global Markets Inc.

      The
        certificates will be first executed, authenticated and delivered on October
        27,
        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-4 and IA-14
        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

                 

              	
                $37,749,430.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-2

                 

              	
                $170,535,001.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-3

                 

              	
                $45,536,871.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-4

                 

              	
                $143,313,000.00

                 

              	
                 

                6%
                  (3)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-5

                 

              	
                $1,000,000.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-6

                 

              	
                $100,000.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-7

                 

              	
                $3,000,000.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-8

                 

              	
                $3,000,000.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-9

                 

              	
                $2,000,000.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-10

                 

              	
                $4,000,000.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-11

                 

              	
                $20,659,713.00

                 

              	
                 

                (4)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-12

                 

              	
                $3,443,286.00

                 

              	
                 

                (4)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-13

                 

              	
                $10,062,999.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-14

                 

              	
                $7,434,000.00

                 

              	
                 

                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-IO

                 

              	
                $455,470,826.00

                 

                (notional)(5)

                 

              	
                (6)

                 

              	
                 

                N/A

                 

              	
                 

                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IIA-1

                 

              	
                $39,073,296.00

                 

              	
                 

                5.
                  5%

                 

              	
                 

                N/A

                 

              	
                 

                N/A

                 

              	
                October
                  25, 2021

                 

              
	
                IIA-IO

                 

              	
                $36,988,825.00

                (notional)(5)

                 

              	
                (6)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  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

                 

              	
                $54,086,551.00

                 

              	
                5.
                  5%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                September
                  25, 2036

                 

              
	
                IIIA-IO

                 

              	
                $55,730,604.00

                (notional)(5)

                 

              	
                (6)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                September
                  25, 2036

                 

              
	
                A-PO
                  (composite)

                 

              	
                $727,631.00

                 

              	
                0%
                  (7)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IA-PO
                  (component)

                 

              	
                $585,350.00

                 

              	
                0%
                  (7)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IIA-PO
                  (component)

                 

              	
                $142,281.00

                 

              	
                0%
                  (7)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IIIA-PO
                  (component)

                 

              	
                $0

                 

              	
                0%
                  (7)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                B-1
                  (composite)

                 

              	
                $9,558,000.00

                 

              	
                Blended

                 

              	
                1.701976748590%

                 

              	
                1.250225775894%

                 

              	
                October
                  25, 2036

                 

              
	
                IB-1
                  (component)

                 

              	
                $7,923,867.24

                 

              	
                6%

                 

              	
                1.701911358832%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-1
                  (component)

                 

              	
                $686,838.31

                 

              	
                5.5%

                 

              	
                1.705781308459%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIIB-1
                  (component)

                 

              	
                $947,294.78

                 

              	
                5.5%

                 

              	
                1.699774819991%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-2
                  (composite)

                 

              	
                $2,812,000.00

                 

              	
                Blended

                 

              	
                0.500728041121%

                 

              	
                0.750145679121%

                 

              	
                October
                  25, 2036

                 

              
	
                IB-2
                  (component)

                 

              	
                $2,331,231.92

                 

              	
                6%

                 

              	
                0.500708803205%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-2
                  (component)

                 

              	
                $202,070.45

                 

              	
                5.5%

                 

              	
                0.501847357124%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIIB-2
                  (component)

                 

              	
                $278,697.73

                 

              	
                5.5%

                 

              	
                0.500080225341%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-3
                  (composite)

                 

              	
                $1,687,000.00

                 

              	
                Blended

                 

              	
                0.300401211014%

                 

              	
                0.450133188632%

                 

              	
                October
                  25, 2036

                 

              
	
                IB-3
                  (component)

                 

              	
                $1,398,573.35

                 

              	
                6%

                 

              	
                0.300389669633%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-3
                  (component)

                 

              	
                $121,227.90

                 

              	
                5.5%

                 

              	
                0.301072721006%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIIB-3
                  (component)

                 

              	
                $167,198.82

                 

              	
                5.5%

                 

              	
                0.300012567621%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-4
                  (composite)

                 

              	
                $843,000.00

                 

              	
                Blended

                 

              	
                0.150111571360%

                 

              	
                0.300215862324%

                 

              	
                October
                  25, 2036

                 

              
	
                IB-4
                  (component)

                 

              	
                $698,872.16

                 

              	
                6%

                 

              	
                0.150105804090%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-4
                  (component)

                 

              	
                $60,578.02

                 

              	
                5.5%

                 

              	
                0.150447127331%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIIB-4
                  (component)

                 

              	
                $83,549.85

                 

              	
                5.5%

                 

              	
                0.149917364852%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-5
                  (composite)

                 

              	
                $843,000.00

                 

              	
                Blended

                 

              	
                0.150111571360%

                 

              	
                0.150298536016%

                 

              	
                October
                  25, 2036

                 

              
	
                IB-5
                  (component)

                 

              	
                $698,872.16

                 

              	
                6%

                 

              	
                0.150105804090%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-5
                  (component)

                 

              	
                $60,578.02

                 

              	
                5.5%

                 

              	
                0.150447127331%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIIB-5
                  (component)

                 

              	
                $83,549.85

                 

              	
                5.5%

                 

              	
                0.149917364852%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-6
                  (composite)

                 

              	
                $845,143.00

                 

              	
                Blended

                 

              	
                0.150493171713%

                 

              	
                N/A

                 

              	
                October
                  25, 2036

                 

              
	
                IB-6
                  (component)

                 

              	
                $700,648.77

                 

              	
                6%

                 

              	
                0.150487389782%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-6
                  (component)

                 

              	
                $60,732.01

                 

              	
                5.5%

                 

              	
                0.150829580705%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIIB-6
                  (component)

                 

              	
                $83,762.25

                 

              	
                5.5%

                 

              	
                0.150298471510%

                 

              	
                N/A

                 

              	
                N/A

                 

              


      

       

      ____________

      
        	
                (1)

              	
                The
                  initial target-rate class percentages
                  are:

              


      

       

      
        	
                senior
                  target-rate classes:

                 

              	
                97.046177684841%

                 

              
	
                group
                  I senior target-rate classes:

                 

              	
                97.046291170367%

                 

              
	
                group
                  II senior target-rate classes:

                 

              	
                97.039574778045%

                 

              
	
                group
                  III senior target-rate classes:

                 

              	
                97.049999185833%

                 

              
	
                subordinated
                  classes:

                 

              	
                2.953822315159%

                 

              


      

      
        	
                (2)

              	
                The
                  initial subordination level for the senior classes is
                  2.950000158879%.

              


      

       

       

      
        	
                (3)

              	
                Class
                  IA-4 will benefit from a yield maintenance agreement with Wachovia
                  Bank,
                  N.A. that may provide additional payments to holders of class IA-4
                  certificates for distribution days for which libor is greater than
                  5.45%.
                  

              


      

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


       

      
        	
                (4)

              	
                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-11

                 

              	
                25th
                  day of month

                 

              	
                6.22%

                 

              	
                LIBOR
                  +
                  0.9%

                 

              	
                7%

                 

              	
                0.9%

                 

              
	
                IA-12

                 

              	
                25th
                  day of month

                 

              	
                4.68

                 

              	
                36.59999555%
                  - 

                 

                (LIBOR
                  X
                  5.99999913)

                 

              	
                36.59999555%

                 

              	
                0%

                 

              


      

      
      

       

      
        	
                (5)

              	
                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.

              


      

       

      
        	
                (6)

              	
                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

                 

              	
                0.415695525%

                 

              
	
                Class
                  IIA-IO

                 

              	
                0.5234599911%

                 

              
	
                Class
                  IIIA-IO

                 

              	
                0.6090400794%

                 

              


      

      
        	
                (7)

              	
                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 5.5%

      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,

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

      · pool
        II
        will consist primarily of 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 originated through corporate relocation programs.  


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      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
        $56,230,992.16 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-6 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 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.

       

      12.12 Class
        IA-4 record date and LIBOR
        accrual period

      While
        class IA-4 is not a LIBOR
        class,
        it will be considered a LIBOR
        class
        for purposes of determining its record date, and will be deemed to have a
        LIBOR
        accrual
        period beginning on the 25th day of each month.

       

      
        	
                13

              	
                Principal
                  balances

              


      

       

      13.1 Class
        balances

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

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

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

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

       

      13.2 Certificate
        balances

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

      Except
        as
        may be provided in “Retail classes” below, the principal or notional balance of
        each certificate will equal its proportional share, based on the
        initial


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      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

      · 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,


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      · 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%

              
	
                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.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      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 as follows:

      First,
        to
        class
        IA-1 and IA-14, the amounts determined under ‘‘NAS
        classes’’ below.

      Second,
        sequentially 

      A. concurrently
        to classes IA-2 and IA-13, in proportion to their principal balances, until
        their principal balances are reduced to zero, and then

      B. to
        class
        IA-3,

      in
        that
        order, until their aggregate principal balance is reduced to their aggregate
        planned balance for that distribution day as shown in “—PAC
        classes”
below.

      Third,
        to
        class IA-4, until its principal balance is reduced to its targeted balance
        for
        that distribution day as shown in “—TAC
        classes”
below.

      Fourth,
        sequentially to classes IA-5, IA-4, and IA-6, in that order, and without
        regard
        to class IA-4’s targeted balance, until their principal balances are reduced to
        zero.

      Fifth,
        concurrently, 

      · 33.2382359704%
        sequentially, to classes IA-7 through IA-10, in that order, until their
        principal balances are reduced to zero, and

      · 66.7617640296%
        to classes IA-11 and IA-12, in proportion to their principal balances, until
        their principal balances are reduced to zero.

      Sixth,
        sequentially 


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      
        	
                ·

              	
                concurrently
                  to classes IA-2 and IA-13, in proportion to their principal balances,
                  balances, until their principal balances are reduced to zero, and
                  then

              


      

      
        	
                ·

              	
                to
                  class IA-3, until its principal balance is reduced to
                  zero,

              


      

      in
        that
        order, and without regard to their aggregate planned balance.

      Seventh,
        to
        classes IA-1 and IA-14, 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 to class IIIA-1 until its principal
        balance is 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.

       

      15.2 NAS
        classes

      Classes
        IA-1 and IA-14 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

      · its
        proportionate share, based on the principal balances of the group’s target-rate
        classes, of scheduled principal payments on the related pool’s target-rate strip
        allocated to the group’s target-rate classes for that distribution day,
        plus

      · the
        following percentage of its proportionate share, based on principal balances
        of
        the group‘s target-rate classes, of 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

      Classes
        IA-2, IA-3, and IA-13 are planned
        amortization
        (or
PAC) classes.
        The
        aggregate planned
        balances
        for the
PAC
        classes
        are given in the PAC
        Schedule. 

      Class
        IA-4 is a targeted
        amortization
        (or
TAC) class.
        The
targeted
        balances
        for the
TAC
        class is
        given in the TAC
        Schedule.

       

      
        	
                16

              	
                Distributions

              


      

       

      16.1 Types
        of distributions

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

       

      16.2 Accrual
        and accrual directed classes

      Classes
        IA-5 and IA-6 are accrual
        classes.
        Their
accrual
        directed classes
        are
        class IA-4, and classes IA-4 and IA-5, respectively. 

      On
        each
        distribution day before interest is distributed to the accrual classes IA-5
        and
        IA-6, interest that is accrued on the principal balance of those classes
        will be
        redirected to make principal distributions to their accrual directed classes
        as
        follows:

      First,
        interest on class IA-6 will be distributed as principal to class IA-4, until
        class IA-4’s principal balance is reduced to


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      its
        targeted balance for that distribution day, and then sequentially to classes
        IA-5 and IA-4, in that order (and without regard to class IA-4’s targeted
        balance, until their principal balances are reduced to zero. 

      Second,
        interest on class IA-5 will be distributed as principal to class IA-4, until
        class IA-4’s principal balance is reduced to its targeted balance for that
        distribution day.

      If
        on a
        distribution day before an accrual class’s accrual termination day, the accrual
        class’s interest distribution exceeds the aggregate principal balances of its
        accrual directed classes, then 

      · only
        that
        portion of the accrual class’s interest distribution that equals the aggregate
        principal balances of its accrual directed classes will be redirected to
        the
        accrual directed classes, and

      · the
        excess will be distributed as principal to the accrual class itself.


      If
        interest distributions on multiple accrual classes are directed to the same
        accrual directed classes, then on the last distribution day before those
        accrual
        classes’ accrual termination day, the redirected portion of the interest
        distribution for each such accrual class will be in proportion to the principal
        balances of such accrual classes on the day before the distribution
        day.

       

      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


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


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


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

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

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

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

       

      16.4 Distributions
        to certificate holders

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

       

      16.5 Final
        distribution on the residual certificates 

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

       

      16.6 Wire
        transfer eligibility

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

       

      
        	
                17

              	
                Adjustments
                  to class balances

              


      

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

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

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


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


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

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

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

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

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

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

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

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

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

      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.


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


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

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

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

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

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


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


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

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

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

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

       

      
        	
                19

              	
                Additional
                  structuring features

              


      

      The
        preceding provisions for allocations and distributions, and for adjustments
        to
        class balances, are subject to the following sections on LIBOR
        classes,
        composite and component classes, multiple-pool series, retail classes, and
        insured classes.

       

      
        	
                20

              	
                LIBOR
                  classes

              


      

      Classes
        IA-11 and IA-12 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,


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      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
        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

          
            

          

        

        
          
          

        

      


      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 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;

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


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

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

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

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

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

      Subject
        to “- Undercollateralization” below, if realized subordinated losses on a
        distribution day exceed the aggregate principal balance of the subordinated
        classes, the aggregate principal balance of the senior classes in each group
        will be reduced by the group’s 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,


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


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

       

      22.3 Distribution
        shortfalls

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

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

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

       

      22.4 Undersubordination

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

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

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

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

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


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      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 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


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      undercollateralized,
        will, in proportion to the aggregate principal balance of the subordinated
        component classes of such other groups, be deducted from the pool distribution
        amount and the principal allocations to the subordinated component classes
        of
        such other groups, and (b) such amount will be added to the pool
        distribution amounts and the principal allocations of the target-rate classes
        of
        such undercollateralized groups, in proportion to the amount by which such
        groups are undercollateralized.

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

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

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

       

      22.6 Non-subordinated
        interest shortfalls

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

      From
        and
        after the subordination depletion date, 

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

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

       

      
        	
                23

              	
                Super
                  senior classes

              


      

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

       

      
        	
                Super
                  senior class

              	
                Super
                  senior support class

              	
                Support
                  amount

              
	
                IA-1

              	
                IA-14
                  

              	
                $1,113,897

              
	
                IA-4

              	
                IA-14

              	
                $6,320,103

              
	
                IA-2

              	
                IA-13

              	
                $10,062,999

              


      

       

      After
        the
        subordination depletion date, losses (other than non-subordinated losses)
        on a
        target-rate strip that would otherwise reduce the principal balance of a
        super
        senior class will instead reduce the principal balance of its super senior
        support classes,


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


       

      up
        to the
        support amount shown for the super senior support class.

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

       

      
        	
                24

              	
                Retail
                  classes

              


      

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

       

      
        	
                25

              	
                Insured
                  classes

              


      

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

       

      
        	
                26

              	
                Advance
                  account

              


      

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

       

      
        	
                27

              	
                REMIC
                  provisions 

              


      

       

      27.1 Constituent
        REMICs

      (a)
        CMSI
        and the
        Trustee will make the appropriate elections to treat the Trust Fund, and
        the
        affairs of the Trust Fund will be conducted so as to qualify the Trust Fund,
        for
        federal income tax purposes as two separate constituent
        REMICs
        - the
pooling
        REMIC and
        the
lower-tier
        REMIC.
        There
        is
        no upper-tier
        REMIC.
        The
        pooling REMIC
        will be
        the applicable
        constituent REMIC
        for
        purposes of section 3.21. 

      The
        assets of the pooling REMIC
        will
        consist of the mortgage loans, such amounts as may from time to time be held
        in
        the certificate account, any insurance policies relating to a mortgage loan,
        and
        property that secured a mortgage loan and that has been acquired by foreclosure
        or deed in lieu of foreclosure and all proceeds thereof. Classes IA-IO, IIA-IO,
        IIIA-IO, A-PO and the class P regular interests described below, are designated
        as the regular
        interests
        in the
        pooling REMIC
        within
        the meaning of Internal Revenue Code Section 860G(a)(1). Class PR is designated
        as the residual
        interest
        in the
        pooling REMIC
        within
        the meaning of Internal Revenue Code Section 860G(a)(2).

      The
        assets of the lower-tier REMIC
        will
        consist of the class P regular interests described below, the Trustee’s rights
        under any certificate insurance policy and reserve fund, any retail reserve
        fund, and any assets in the lower-tier REMIC
        account
        described below. Classes IA-1 through IA-14, IIA-1, IIIA-1, and B-1 through
        B-6
        are designated as the regular interests in the lower-tier REMIC.
        Class
        LR is designated as the residual interest in the lower-tier REMIC.

       

      27.2 The
        class P and class L regular interests

      There
        are
        six uncertificated class
        P regular interests,
        each
        designated as “Citicorp Mortgage Securities Trust, Series 2006-5 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.” 

      There
        are
        no uncertificated class
        L regular interests.


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


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

      
        	
                Regular
                  interest

                 

              	
                initial
                  principal (or notional) balance

                 

              	
                certificate
                  rate (per annum)

                 

              
	
                PI-M

                 

              	
                $1,375.206559

                 

              	
                6%

                 

              
	
                PI-Q

                 

              	
                $465,584,990.383441

                 

              	
                6%

                 

              
	
                PII-M

                 

              	
                $119.202471

                 

              	
                5.5%

                 

              
	
                PII-Q

                 

              	
                $40,265,201.507529

                 

              	
                5.5%

                 

              
	
                PIII-M

                 

              	
                $164.405328

                 

              	
                5.5%

                 

              
	
                PIII-Q

                 

              	
                $55,730,439.874672

                 

              	
                5.5%

                 

              


      

      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,
        and

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


      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.

      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

       


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      ·
        (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. 

       

      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 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


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      · 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) 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


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      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
        Wachovia Bank, N.A. (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.

      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-4 certificates.
        Yield maintenance payments received by the Paying Agent will be distributed
        to
        the holders of the class IA-4 certificates in proportion to the principal
        balances of their certificates.

      Each
        yield maintenance payment to be distributed to the holders of the class IA-4
        certificates will be a per annum percentage equal to the excess of LIBOR
        for the
        accrual period (but not more than 8.95%) over 5.45% 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-4 certificates, but not more than will be required to pay the
        class
        IA-4 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 8.95%) over 5.45% 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-4 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-4 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-4 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-4 certificates, in proportion to the principal balances
        of their certificates on the distribution day, to


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      compensate
        them for any shortfalls in interest distributions, or any failure of the
        sum of
        interest distributions on the IA-4 certificates plus yield maintenance payments
        for that distribution day to equal LIBOR
        plus
        0.55% per annum (limited to a maximum rate of 9.5% per annum). Once the
        principal balance of the class IA-4 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 HSBC.

      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 HSBC,
        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-4
        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-4 certificates as the beneficial owners of the right
        to
        receive payments under the yield maintenance agreement, and HSBC
        as the
        beneficial owner of the yield maintenance agreement and the yield maintenance
        reserve fund. Based on information provided annually by CitiMortgage with
        respect to the class IA-4 Certificates, the Trustee will report, or will
        cause
        to be reported, annually to the holders of the class IA-4 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-4 certificates allocable to their right to receive payments under
        the
        yield maintenance agreement, and treating each holder of class IA-4 certificates
        as if it were an original holder. CitiMortgage will not vary the investment
        of
        the holders of the class IA-4 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


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      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. 

      


       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


       

      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


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      


      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.

       

       


      
        
          
          

        

        
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      2.2 CMSI’s
        representations and warranties 

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

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

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

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


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

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

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

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

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

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

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

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

      Notwithstanding
        the foregoing, any transferee of a legal or beneficial interest in all or
        a
        portion of a private certificate that is a book-entry certificate will be
        deemed
        to have made the representations set forth in exhibit D to this agreement
        including, in clause 2 of such exhibit, the representation that such transferee
        is a “Qualified Institutional Buyer” within the meaning of Rule 144A of the
        Securities Act.

      No
        transfer of an ERISA
        Restricted Certificate may be made unless any proposed transferee (i) executes
        a
        representation letter in substantially the form of exhibit E hereto and in
        substance satisfactory to the Trustee, the Certificate Registrar and
CMSI
        either
        stating (a) that it is not, and is not acting on behalf of, any employee
        benefit
        plan subject to Title I of ERISA
        or
        Section 4975 of the Internal Revenue Code, or a governmental plan, as defined
        in
        Section 3(32) of ERISA,
        subject
        to any federal, state or local law (Similar
        Law)
        which
        is, to a material extent, similar to the foregoing provisions of ERISA
        or the
        Internal Revenue Code (collectively, a “Plan”) or using the assets of any such
        Plan to effect such purchase or (b) it is an insurance company and the source
        of
        funds used to purchase the ERISA
        Restricted
        Certificates is an “insurance company general account” (as such term is defined
        in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTE
        95-60”),
        60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan for which the amount
        of
        such general accounts reserves and liabilities for the contracts) held by
        or on
        behalf of such Plan and all other Plans maintained by the same employer (or
        affiliate thereof as defined in Section V(a)(1) of PTE
        95-60)
        or by the same employee organization, exceed 10% of the total of all reserves
        and liabilities of such general account (as such amounts are determined under
        Section I(a) of PTE
        95-60)
        at the date of acquisition and the purchase and holding of such ERISA
        Restricted Certificate is covered by Sections I and II of PTE
        95-60 or
        (ii) provides (A) an opinion of counsel in form and substance satisfactory
        to
        the Trustee, the Certificate Registrar and CMSI
        that the
        purchase or holding of ERISA
        Restricted Certificate by or on behalf of such Plan will not result in the
        assets of the Trust being deemed to be “plan assets” and subject to the
        prohibited transaction provisions of ERISA
        and the
        Internal Revenue Code or Similar Law and will not subject CMSI,
        the
        Trustee or the Certificate Registrar to any obligation in addition
        to


      
        
          
          

        

        
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      those
        undertaken in this agreement and (B) such other opinions of counsel, officers’
certificates and agreements as CMSI,
        the
        Trustee or the Certificate Registrar may require in connection with such
        transfer.

      The
        applicable representation set forth in clause (i) of the preceding paragraph
        shall be deemed to have been made to the Trustee, Certificate Registrar and
        CMSI
        by
        the
        acceptance by a transferee of the beneficial interest in any such ERISA
        Restricted Certificate, unless the Trustee, Certificate Registrar and
CMSI
        shall
        have received from the transferee either an alternative representation
        acceptable in form and substance to the Trustee, Certificate Registrar and
        CMSI
        or the
        opinion of counsel and other documentation set forth in clause (ii) of the
        preceding paragraph.

       

      5.3 Mutilated,
        destroyed, lost or stolen certificates

      If
        

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

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

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

      then
        CMSI
        will
        execute and the Trustee or Authenticating Agent will authenticate and deliver,
        in exchange for or in lieu of such mutilated, destroyed, lost or stolen
        certificate, a new certificate of like tenor and initial principal balance,
        initial notional balance or percentage interest. In connection with the issuance
        of any new certificate under this section 5.3, the Certificate Registrar
        may
        require a payment sufficient to cover any tax or other governmental charge
        imposed and any other expenses (including the fees and expenses of the Trustee
        and the Certificate Registrar) in connection with the issuance. Any duplicate
        certificate issued pursuant to this section 5.3 will constitute complete
        and
        indefeasible evidence of ownership in the Trust Fund, 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, 


      
        
          
          

        

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

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

      then
        the
        Trustee will, within five business days after the receipt of the request,
        afford
        the certificate holders access during normal business hours to the most recent
        list held by the Trustee, if any. If such list is as of a date more than
        90 days
        prior to the date of receipt of the certificate holders’ request, the Trustee
        will promptly request from CMSI
        or the
        Certificate Registrar a current list and will afford the certificate holders
        access to the list promptly upon its receipt by the Trustee. Every certificate
        holder, by receiving and holding a certificate, agrees that neither CMSI,
        the
        Certificate Registrar nor the Trustee will be held accountable by reason
        of the
        disclosure of any such information as to the list of the certificate holders,
        regardless of the source from which the information is derived.

       

      5.6 Definitive
        certificates

      If
        

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

      · CMSI
        is
        unable to locate a qualified successor, 

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


      
        
          
          

        

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

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

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

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

      (d)
        a
        court or agency or supervisory authority having jurisdiction enters a decree
        or
        order for the appointment of a conservator, receiver or liquidator for
        CitiMortgage in any insolvency, readjustment of debt, marshaling of assets
        and
        liabilities or similar proceeding, or for the winding up or liquidation of
        CitiMortgage’s affairs, and the decree or order continues unstayed and in effect
        for 60 consecutive days; or 

      (e) CitiMortgage
        consents to the appointment of a conservator, receiver or liquidator in an
        insolvency, readjustment of debt, marshaling of assets and liabilities, or
        similar proceeding for CitiMortgage or substantially all of its property,
        or
        CitiMortgage admits in writing its inability to pay its debts generally as
        they
        become due, files a petition to take advantage of any applicable insolvency
        or
        reorganization statute, makes an assignment for the benefit of its creditors,
        or
        voluntarily suspends payment of its obligations;

      then
        the
        Trustee or the holders of the Required Amount of certificates, by notice
        in
        writing to CitiMortgage (and to the Trustee if given by the certificate holders)
        may terminate all of CitiMortgage’s rights and obligations as servicer of the
        affiliated mortgage loans and as master servicer of the third-party mortgage
        loans under this agreement. Upon CitiMortgage’s receipt of such notice, all
        CitiMortgage’s authority under this agreement, whether for the certificates or
        the mortgage loans or otherwise, will pass to and be vested in the Trustee
        pursuant to this section 7.1, and the Trustee will be authorized to execute
        and
        deliver, on behalf of CitiMortgage as attorney-in-fact or 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


      
        
          
          

        

        
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      of
        the
        payment that it would have received if the notice had not been
        given.

       

      7.2 Trustee
        to act; appointment of successor

      Once
        CitiMortgage receives a notice of termination under section 7.1, the Trustee
        will be the successor in all respects to CitiMortgage in its capacity as
        servicer and master servicer, and will be subject to all CitiMortgage’s rights
        and obligations under this agreement. As compensation, the Trustee will,
        except
        as provided in section 7.1, be entitled to the same compensation (whether
        payable out of the certificate account or otherwise) as CitiMortgage would
        have
        been entitled to under this agreement if no such notice of termination had
        been
        given. However, the Trustee may, if it is unwilling so to act, or will, if
        it is
        legally unable so to act, appoint, or petition a court of competent jurisdiction
        to appoint, an established housing finance institution with a net worth of
        not
        less than $5 million and approved as seller/servicer by GNMA,
        Fannie
        Mae or Freddie Mac as the successor to CitiMortgage in the assumption of
        all or
        any part of the rights and obligations of CitiMortgage under this agreement.
        Until such a successor is appointed, unless the Trustee is prohibited by
        law
        from so acting, the Trustee will act in such capacity as provided above.
        The
        Trustee may make such arrangements for compensation of such successor out
        of
        payments on the mortgage loans as it and the successor agree; provided,
        however, that no such compensation will exceed CitiMortgage’s compensation under
        this agreement. The Trustee and the successor will take any actions, consistent
        with this agreement, necessary to effect the succession.

      The
        Trustee will promptly notify the certificate holders and any Insurer of any
        termination of CitiMortgage or appointment of a successor pursuant to this
        section 7.

       

      8 The
        Trustee

       

      8.1 Duties 

      (a)
        Unless the Trustee has notice that an Event of Default is continuing, the
        Trustee will only have those obligations that are specifically set forth
        in this
        agreement, and no implied covenants of the Trustee will be read into this
        agreement.

      (b)
        If
        the Trustee has notice that an Event of Default is continuing, then
        notwithstanding anything to the contrary in this agreement, the Trustee will
        exercise those rights and powers vested 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,
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      other
        instruments that are specifically required or requested to be furnished to
        the
        Trustee pursuant to this agreement (each a Furnished
        Document),
        will
        examine them to determine whether they conform to the requirements of this
        agreement. The Trustee may request an officer’s certificate as to any matter of
        fact if the Trustee believes it desirable that the fact be established before
        the Trustee takes an action under this agreement. Unless the Trustee has
        notice
        that an Event of Default is continuing, the Trustee may conclusively rely,
        without investigation, on the truth of the statements and the correctness
        of the
        opinions expressed in any Furnished Document that the Trustee believes to
        be
        genuine, signed or presented by the proper parties, and in conformity with
        the
        requirements of this agreement. 

      The
        Trustee will investigate the facts or matters stated in a Furnished Document
        if
        the holders of the Required Amount of Certificates request such investigation
        in
        writing. CitiMortgage will pay, or will reimburse the Trustee upon demand,
        for
        the reasonable expense of such investigation. If the Trustee believes that
        the
        payment within a reasonable time of the costs and liabilities likely to be
        incurred in the investigation are not reasonably assured to it, the Trustee
        may,
        as a condition to conducting such investigation, require reasonable indemnity
        from the certificate holders against such expense or liability. Nothing in
        this
        clause (c) will derogate from CitiMortgage’s obligation to observe any
        applicable law prohibiting disclosure of information regarding the
        mortgagors.

      (d) The
        Trustee will not be required to expend or risk its own funds or otherwise
        incur
        financial liability in the performance of any of its duties under this
        agreement, or in the exercise of any of its rights or powers, if the Trustee
        reasonably believes that the repayment of such funds or adequate indemnity
        against such risk or liability is not reasonably assured to it.

      (e) Except
        to
        the extent that the Trustee becomes a successor servicer to CitiMortgage
        under
        sections 4.3 or 7.2, the Trustee will have no responsibility for the performance
        or the manner of performance of any of CitiMortgage’s obligations under this
        agreement. The relationship of CitiMortgage to the Trustee under this agreement
        is intended by the parties to be that of an independent contractor and not
        that
        of a joint venturer, partner or agent.

      (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


      
        
          
          

        

        
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      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 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


      
        
          
          

        

        
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      removal
        of the Trustee and the appointment of a successor Trustee.

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

      The
        Trustee, 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.


      
        
          
          

        

        
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      8.7 Resignation
        or removal of Trustee

      The
        Trustee may resign and be discharged from the trusts hereby created by giving
        written notice thereof to CitiMortgage. Upon receiving such notice of
        resignation, CitiMortgage will promptly appoint a successor Trustee by written
        instrument, in duplicate, one copy of which instrument will be delivered
        to the
        resigning Trustee and one copy to the successor Trustee. If no successor
        Trustee
        will have been so appointed and having accepted appointment within 30 days
        after
        the giving of such notice of resignation, the resigning Trustee may petition
        any
        court of competent jurisdiction for the appointment of a successor
        Trustee.

      If
        the
        Trustee ceases to be eligible in accordance with the provisions of section
        8.6
        and will fail to resign after written request therefor by CitiMortgage, or
        if
        the Trustee is legally unable to act, or is adjudged a bankrupt or insolvent,
        or
        a receiver of the Trustee or of its property is appointed, or any public
        officer
        takes charge or control of the Trustee or of its property or affairs for
        the
        purpose of rehabilitation, conversion or liquidation, then CitiMortgage may
        remove the Trustee. If it removes the Trustee under the authority of the
        immediately preceding sentence, CitiMortgage will promptly appoint a successor
        Trustee by written instrument, in duplicate, one copy of which instrument
        will
        be delivered to the Trustee so removed and one copy to the successor
        Trustee.

      The
        Trustee may also be removed (i) by CitiMortgage, (a) if the Trustee ceases
        to be
        eligible to continue as such under this agreement or if the Trustee becomes
        insolvent, (b) if the Trustee breaches any of its duties under this agreement
        which materially adversely affects the certificate holders, (c) if through
        the
        performance or nonperformance of certain actions by the Trustee, the rating
        assigned 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


      
        
          
          

        

        
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      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 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


      
        
          
          

        

        
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      and
        such
        separate trustee or co-trustee jointly (it being understood that such separate
        trustee or co-trustee is not authorized to act separately without the Trustee
        joining such act), except to the extent that under any law of any jurisdiction
        in which any particular act or acts are to be performed (whether as Trustee
        hereunder or as successor to CitiMortgage hereunder), the Trustee will be
        incompetent or unqualified to perform such act or acts, in which event such
        rights, powers, duties and obligations (including the holding of title to
        the
        Trust Fund or any portion thereof in any such jurisdiction) will be exercised
        and performed singly by such separate trustee or co-trustee, but solely at
        the
        direction of the Trustee;

      (b) No
        trustee hereunder will be held personally liable by reason of any act or
        omission of any other trustee hereunder; and

      (c) CitiMortgage
        and the Trustee acting jointly may accept the resignation of or remove any
        separate trustee or co-trustee.

      Any
        notice, request or other writing given to the Trustee will be deemed to have
        been given to each of the then separate trustees and co-trustees, as effectively
        as if given to each of them. Every instrument appointing any separate trustee
        or
        co-trustee will refer to this agreement and the conditions of this section
        8.
        Each separate trustee and co-trustee, upon its acceptance of the trusts
        conferred, will be vested with the estates or property specified in its
        instrument of appointment, either jointly with the Trustee or separately,
        as may
        be provided therein, subject to all of the provisions of this agreement relating
        to the conduct of, affecting the liability of, or affording protection to,
        the
        Trustee. Every such instrument will be filed with the Trustee and a copy
        thereof
        given to CitiMortgage.

      Any
        separate trustee or co-trustee may constitute the Trustee, its agent or
        attorney-in-fact, with full power and authority, to the extent not prohibited
        by
        law, to do any lawful act under or in respect of this agreement on its behalf
        and in its name. If any separate trustee or co-trustee will die, become
        incapable of acting, resign or be removed, all of its estates, properties,
        rights, remedies and trusts will vest in and be exercised by the Trustee
        to the
        extent permitted by law, without the appointment of a new or successor
        trustee.

       

      8.11 Tax
        returns

      The
        Trustee, upon request, will furnish CitiMortgage with all such information
        as
        may be reasonably required in connection with the preparation of all federal,
        state and local income tax or information returns of each constituent
REMIC.
        The
        Trustee will sign the federal and, if applicable, state and local income
        tax
        returns of each constituent REMIC.

       

      8.12 Appointment
        of authenticating agent

      As
        long
        as any of the certificates remain outstanding the Trustee may appoint an
        Authenticating Agent or Agents (which 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


      
        
          
          

        

        
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      Trustee
        by an Authenticating Agent. Each Authenticating Agent will be acceptable
        to
        CitiMortgage and will at all times be a corporation or national banking
        association organized and doing business under the laws of the United States
        of
        America, any state thereof or the District of Columbia, authorized under
        such
        laws to act as Authenticating Agent, having a combined capital and surplus
        of
        not less than $15 million, authorized under such laws to conduct a trust
        business and subject to supervision or examination by federal or state
        authority. If such Authenticating Agent publishes reports of condition at
        least
        annually, pursuant to law or to the requirements of said supervising or
        examining authority, then for the purposes of this section 8.12, the combined
        capital and surplus of such Authenticating Agent will be deemed to be its
        combined capital and surplus as set forth in its most recent report of condition
        so published. If an Authenticating Agent ceases to be eligible in accordance
        with the provisions of this section 8.12, such Authenticating Agent will
        resign
        immediately in the manner and with the effect specified in this section
        8.12.

      Any
        corporation or national banking association into which an authenticating
        Agent
        may be merged in or converted or with which it may be consolidated, or any
        corporation or national banking association resulting from any merger,
        conversion or consolidation to which such Authenticating Agent will be a
        party,
        or any corporation or national banking association succeeding to the corporate
        agency or corporate trust business of an Authenticating Agent, will continue
        to
        be an Authenticating Agent, provided such corporation or national banking
        association will be otherwise eligible under this section 8.12, without the
        execution or filing of any paper or any further act on the part of the Trustee
        or the Authenticating Agent.

      An
        Authenticating Agent may resign by giving written notice thereof to the Trustee
        and to CitiMortgage. The Trustee may terminate the agency of an Authenticating
        Agent by giving written notice thereof to such Authenticating Agent and to
        CitiMortgage. Upon receiving such a notice of resignation or upon such a
        termination, or if the Authenticating Agent ceases to be eligible in accordance
        with the provisions of this section 8.12, the Trustee may appoint a successor
        acceptable to CitiMortgage and will mail written notice of such appointment
        by
        first-class mail, postage prepaid to all certificate holders as their names
        and
        addresses appear in the Certificate Register, and to any Insurer. Any successor
        Authenticating Agent upon acceptance of its appointment hereunder will become
        vested with all the rights, powers and duties of its predecessor hereunder,
        with
        like effect as if originally named as an Authenticating Agent herein. No
        successor 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_______________________


      
        
          
          

        

        
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      Authenticating
        Agent

      


      By_______________________

      Authenticating
        Signature”

       

      9 Termination

       

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

      The
        obligations and responsibilities of CMSI,
        CitiMortgage
        and the Trustee under, and the Trust Fund created by, this agreement will
        terminate upon 

      (a) the
        repurchase by CMSI
        of all
        of the mortgage loans and all property acquired in respect of any mortgage
        loan
        remaining in the Trust Fund, or 

      (b)
        the
        later of (i) the maturity or other liquidation (or any advance with respect
        thereto) of the last mortgage loan remaining in the Trust Fund and the
        disposition of all property acquired upon foreclosure or by deed in lieu
        of
        foreclosure of any mortgage loan and (ii) the payment to the certificate
        holders
        and to the Insurer, as subrogee of any insured class certificates, of all
        amounts required to be paid to them pursuant to this agreement; 

      provided,
        however, that in no event will the trust created hereby continue beyond the
        expiration of 21 years from the death of the last survivor of the lawful
        descendants of Joseph P. Kennedy, the late Ambassador of the United States
        of
        America to the Court of St. James’s, living on the date of this agreement.


      CMSI’s
        right
        to repurchase all of the mortgage loans on any distribution day pursuant
        to
        clause (a) above will be conditioned upon 

      · the
        aggregate scheduled principal balances of such mortgage loans, at the time
        of
        any such repurchase and after giving effect to distributions to be made on
        such
        distribution day, aggregating an amount less than 10% of the aggregate scheduled
        principal balance of the mortgage loans as of the closing date, which amount
        is
        set forth in the Series Terms and 

      · any
        other
        condition set forth in the Series Terms. 

      The
        repurchase of the mortgage loans and other property under clause (a) above
        will
        be at a price equal to the sum of 

      · 100%
        of
        the unpaid principal balance of each mortgage loan on the first day of the
        month
        of repurchase (after giving effect to payments of principal due on such first
        day) plus accrued interest at the pass-through rate for each mortgage loan
        to
        but not including the first day of the month in the month in which the related
        distribution is made to certificate holders, after the deduction of (x)
        unreimbursed voluntary advances, affiliated Paying Agent advances, third-party
        Paying Agent advances, and advance account advances (other than such payments
        and advances in respect of interest in excess 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


      
        
          
          

        

        
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      price
        of
        the mortgage loans under clause (a) above would be less than the aggregate
        fair
        market value of the mortgage loans on the first day of the month of repurchase
        (after giving effect to payments of principal due on such first day), then
        CMSI
        may so
        repurchase the mortgage loans only if the repurchase would be permitted under
        then-applicable risk-based capital rules applicable to securitizations treated
        as sales.

      Any
        method of termination or repurchase of the Trust Fund other than as provided
        in
        clauses (a) or (b) above must be based on the receipt by the Trustee of an
        opinion of counsel (who may not be an employee of CMSI
        or of an
        affiliate of CMSI)
        or
        other evidence that such termination and repurchase will be part of a “qualified
        liquidation” within the meaning of Internal Revenue Code Section 860F(a)(4)(A),
        will not adversely affect the status of the Trust Fund as separate constituent
        REMICs
        under
        the Internal Revenue Code and will not otherwise subject the Trust Fund to
        any
        tax. CMSI
        may
        transfer its right to repurchase all of the mortgage loans pursuant to clause
        (a) above to any third party of choice.

      Such
        termination will occur only in connection with a “qualified liquidation” of each
        constituent REMIC
        within
        the meaning of Internal Revenue Code Section 860F(a)(4)(A), pursuant to which
        the Trustee will sell or otherwise dispose of all of the remaining assets
        of the
        Trust Fund and make all required distributions to certificate holders within
        90
        days of the adoption of a plan of complete liquidation. For this purpose,
        the
        notice of termination described in the next paragraph will be the adoption
        of a
        plan of complete liquidation described in Internal Revenue Code Section
        860F-(a)(4)-(A)(i), which will be deemed to occur on the date the first such
        notice is mailed. Such date will be specified in the final federal income
        tax
        return of each constituent REMIC
        constituted by the Trust Fund. 

      Notice
        of
        a termination, specifying the distribution day upon which the certificate
        holders may surrender their certificates to the Paying Agent for payment
        of the
        final distribution and cancellation, will be given promptly by the Trustee
        by
        letter to the certificate holders mailed not earlier than 30 days nor more
        than
        60 days prior to such distribution day specifying 

      
        	
                ·

              	
                the
                  distribution day upon which final payment of the certificates will
                  be made
                  upon presentation and surrender of the certificates at the office
                  of the
                  Paying Agent designated in the notice,


              


      

      
        	
                ·

              	
                the
                  amount of the final distribution, and


              


      

      
        	
                ·

              	
                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


      
        
          
          

        

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

       

      10 General
        provisions

       

      10.1 Amendments

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

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

      · to
        add
        provisions not inconsistent with this agreement, 

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

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

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

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

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

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

      1 the
        holders of 2/3 of the certificates,

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


      
        
          
          

        

        
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      Trustee
        may prescribe reasonable requirements for the manner of obtaining and evidencing
        such consents. Any proposed amendment is subject to the receipt by the Trustee
        of a legal opinion, at the expense of the party proposing the amendment (or
        at
        the expense of the Trust Fund if proposed by the Trustee), that the amendment
        will not cause any constituent REMIC
        to fail
        to qualify as a REMIC
        or
        subject any constituent REMIC
        to
        tax.

      Promptly
        after the execution of any such amendment or such consent, the Trustee will
        notify each certificate holder of the substance of the amendment or provide
        the
        holder with a copy of the amendment.

       

      10.2 Recordation
        of Agreement

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

       

      10.3 Limitation
        on rights of certificate holders

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


      No
        certificate holder may vote (except as provided in section 10.1) or otherwise
        control the operation and management of the Trust Fund or the obligations
        of the
        parties, nor will anything in this agreement or the certificates be construed
        to
        constitute the certificate holders as partners (except to the extent provided
        in
        Internal Revenue Code Section 860F(e) 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.


      
        
          
          

        

        
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      10.4 Governing
        law

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

       

      10.5 Maintenance
        of REMICs

      The
        execution and delivery of this agreement will constitute an acknowledgment
        by
        each of CMSI
        and
        CitiMortgage on behalf of the certificate holders that it intends hereby
        to
        establish and maintain (for federal income tax purposes) one or more “real
        estate mortgage investment conduits” within the meaning of Internal Revenue Code
        Section 860D, and CMSI
        and
        CitiMortgage are hereby granted all necessary powers to further such
        intent.

       

      10.6 Notices

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

       

      10.7 Severability
        of provisions

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


      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      


      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 

      (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


      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      


      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 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).

      


      
        
          
          

        

        
          109

          
            

          

        

        
          
          

        

      


       

      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]


      
        
          
          

        

        
          110

          
            

          

        

        
          
          

        

      


      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]


      
        
          
          

        

        
          111

          
            

          

        

        
          
          

        

      


      U.S.
        Bank National Association,

      in
        its
        individual capacity and as Trustee

      


      


      


      By:
         /s/
        Marryellen 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 Assitant 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]


      
        
          
          

        

        
          112

          
            

          

        

        
          
          

        

      


      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
        27th 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]

      


    

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    

     

     

     

    

      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


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        PAC

       

      
        	
                Distribution
                  day in

              	
                Classes

                IA-2,
                  IA-3 and IA-13

                aggregate
                  planned balance

              
	
                Initial

              	
                $226,134,871.00

              
	
                November
                  2006

              	
                225,510,472.19

              
	
                December
                  2006

              	
                224,787,306.28

              
	
                January
                  2007

              	
                223,965,583.01

              
	
                February
                  2007

              	
                223,045,575.36

              
	
                March
                  2007

              	
                222,027,619.50

              
	
                April
                  2007

              	
                220,912,114.74

              
	
                May
                  2007

              	
                219,699,523.37

              
	
                June
                  2007

              	
                218,390,370.45

              
	
                July
                  2007

              	
                216,985,243.52

              
	
                August
                  2007

              	
                215,484,792.24

              
	
                September
                  2007

              	
                213,889,728.01

              
	
                October
                  2007

              	
                212,200,823.42

              
	
                November
                  2007

              	
                210,418,911.75

              
	
                December
                  2007

              	
                208,544,886.33

              
	
                January
                  2008

              	
                206,579,699.87

              
	
                February
                  2008

              	
                204,524,363.68

              
	
                March
                  2008

              	
                202,379,946.87

              
	
                April
                  2008

              	
                200,147,575.50

              
	
                May
                  2008

              	
                197,828,431.59

              
	
                June
                  2008

              	
                195,423,752.15

              
	
                July
                  2008

              	
                192,934,828.10

              
	
                August
                  2008

              	
                190,363,003.15

              
	
                September
                  2008

              	
                187,709,672.63

              
	
                October
                  2008

              	
                184,976,282.22

              
	
                November
                  2008

              	
                182,164,326.71

              
	
                December
                  2008

              	
                179,277,356.44

              
	
                January
                  2009

              	
                176,316,919.14

              
	
                February
                  2009

              	
                173,284,606.56

              
	
                March
                  2009

              	
                170,272,414.52

              
	
                April
                  2009

              	
                167,280,213.15

              
	
                May
                  2009

              	
                164,307,873.42

              
	
                June
                  2009

              	
                161,355,267.15

              
	
                July
                  2009

              	
                158,422,266.98

              
	
                August
                  2009

              	
                155,508,746.40

              
	
                September
                  2009

              	
                152,614,579.71

              
	
                October
                  2009

              	
                149,739,642.03

              
	
                November
                  2009

              	
                146,883,809.30

              
	
                December
                  2009

              	
                144,046,958.25

              
	
                January
                  2010

              	
                141,228,966.43

              
	
                February
                  2010

              	
                138,429,712.20

              
	
                March
                  2010

              	
                135,649,074.68

              
	
                April
                  2010

              	
                132,886,933.79

              


      

      


      Schedule
        PAC page 1

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-2,
                  IA-3 and IA-13

                aggregate
                  planned balance

              
	
                May
                  2010

              	
                130,143,170.25

              
	
                June
                  2010

              	
                127,417,665.54

              
	
                July
                  2010

              	
                124,710,301.91

              
	
                August
                  2010

              	
                122,020,962.38

              
	
                September
                  2010

              	
                119,349,530.76

              
	
                October
                  2010

              	
                116,695,891.56

              
	
                November
                  2010

              	
                114,059,930.11

              
	
                December
                  2010

              	
                111,441,532.43

              
	
                January
                  2011

              	
                108,840,585.31

              
	
                February
                  2011

              	
                106,256,976.28

              
	
                March
                  2011

              	
                103,690,593.61

              
	
                April
                  2011

              	
                101,141,326.26

              
	
                May
                  2011

              	
                98,609,063.97

              
	
                June
                  2011

              	
                96,093,697.16

              
	
                July
                  2011

              	
                93,595,116.97

              
	
                August
                  2011

              	
                91,113,215.26

              
	
                September
                  2011

              	
                88,647,884.59

              
	
                October
                  2011

              	
                86,199,018.23

              
	
                November
                  2011

              	
                83,927,391.36

              
	
                December
                  2011

              	
                81,671,821.94

              
	
                January
                  2012

              	
                79,432,205.93

              
	
                February
                  2012

              	
                77,208,439.92

              
	
                March
                  2012

              	
                75,000,421.22

              
	
                April
                  2012

              	
                72,808,047.80

              
	
                May
                  2012

              	
                70,631,218.30

              
	
                June
                  2012

              	
                68,469,832.00

              
	
                July
                  2012

              	
                66,323,788.88

              
	
                August
                  2012

              	
                64,192,989.55

              
	
                September
                  2012

              	
                62,077,335.28

              
	
                October
                  2012

              	
                59,976,727.99

              
	
                November
                  2012

              	
                57,927,384.88

              
	
                December
                  2012

              	
                55,892,646.20

              
	
                January
                  2013

              	
                53,872,416.23

              
	
                February
                  2013

              	
                51,884,393.35

              
	
                March
                  2013

              	
                49,950,297.77

              
	
                April
                  2013

              	
                48,068,807.97

              
	
                May
                  2013

              	
                46,238,633.56

              
	
                June
                  2013

              	
                44,458,514.53

              
	
                July
                  2013

              	
                42,727,220.54

              
	
                August
                  2013

              	
                41,043,550.28

              
	
                September
                    2013

              	
                39,406,330.76

              
	
                October
                  2013

              	
                37,814,416.65

              
	
                November
                  2013

              	
                36,478,134.19

              


      

      


       

      Schedule
        PAC page 2

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-2,
                  IA-3 and IA-13

                aggregate
                  planned balance

              
	
                December
                  2013

              	
                35,179,642.91

              
	
                January
                  2014

              	
                33,917,972.30

              
	
                February
                  2014

              	
                32,692,175.59

              
	
                March
                  2014

              	
                31,501,329.08

              
	
                April
                  2014

              	
                30,344,531.67

              
	
                May
                  2014

              	
                29,220,904.29

              
	
                June
                  2014

              	
                28,129,589.40

              
	
                July
                  2014

              	
                27,069,750.42

              
	
                August
                  2014

              	
                26,040,571.33

              
	
                September
                  2014

              	
                25,041,256.08

              
	
                October
                  2014

              	
                24,071,028.20

              
	
                November
                  2014

              	
                23,305,829.62

              
	
                December
                  2014

              	
                22,562,156.49

              
	
                January
                  2015

              	
                21,839,440.48

              
	
                February
                  2015

              	
                21,137,127.62

              
	
                March
                  2015

              	
                20,454,677.97

              
	
                April
                  2015

              	
                19,791,565.31

              
	
                May
                  2015

              	
                19,147,276.74

              
	
                June
                  2015

              	
                18,521,312.41

              
	
                July
                  2015

              	
                17,913,185.14

              
	
                August
                  2015

              	
                17,322,420.17

              
	
                September
                  2015

              	
                16,748,554.82

              
	
                October
                  2015

              	
                16,191,138.16

              
	
                November
                  2015

              	
                15,789,285.62

              
	
                December
                  2015

              	
                15,396,930.93

              
	
                January
                  2016

              	
                15,013,852.25

              
	
                February
                  2016

              	
                14,639,832.89

              
	
                March
                  2016

              	
                14,274,661.18

              
	
                April
                  2016

              	
                13,918,130.33

              
	
                May
                  2016

              	
                13,570,038.37

              
	
                June
                  2016

              	
                13,230,084.10

              
	
                July
                  2016

              	
                12,898,182.88

              
	
                August
                  2016

              	
                12,574,146.34

              
	
                September
                  2016

              	
                12,252,376.13

              
	
                October
                  2016

              	
                11,938,322.13

              
	
                November
                  2016

              	
                11,631,802.29

              
	
                December
                  2016

              	
                11,332,638.80

              
	
                January
                  2017

              	
                11,040,658.02

              
	
                February
                  2017

              	
                10,755,690.35

              
	
                March
                  2017

              	
                10,477,570.15

              
	
                April
                  2017

              	
                10,206,135.64

              
	
                May
                  2017

              	
                9,941,228.82

              


      

      


       

      Schedule
        PAC page 3

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-2,
                  IA-3 and IA-13

                aggregate
                  planned balance

              
	
                June
                  2017

              	
                9,682,695.39

              
	
                July
                  2017

              	
                9,430,384.65

              
	
                August
                  2017

              	
                9,184,149.41

              
	
                September
                  2017

              	
                8,943,845.94

              
	
                October
                  2017

              	
                8,709,333.84

              
	
                November
                  2017

              	
                8,480,476.03

              
	
                December
                  2017

              	
                8,257,138.59

              
	
                January
                  2018

              	
                8,039,190.78

              
	
                February
                  2018

              	
                7,826,504.88

              
	
                March
                  2018

              	
                7,618,956.18

              
	
                April
                  2018

              	
                7,416,422.87

              
	
                May
                  2018

              	
                7,218,786.02

              
	
                June
                  2018

              	
                7,025,929.46

              
	
                July
                  2018

              	
                6,837,739.74

              
	
                August
                  2018

              	
                6,654,106.09

              
	
                September
                  2018

              	
                6,474,920.30

              
	
                October
                  2018

              	
                6,300,076.74

              
	
                November
                  2018

              	
                6,129,472.21

              
	
                December
                  2018

              	
                5,963,005.96

              
	
                January
                  2019

              	
                5,800,579.60

              
	
                February
                  2019

              	
                5,642,097.03

              
	
                March
                  2019

              	
                5,487,464.41

              
	
                April
                  2019

              	
                5,336,590.13

              
	
                May
                  2019

              	
                5,189,384.68

              
	
                June
                  2019

              	
                5,045,760.70

              
	
                July
                  2019

              	
                4,905,632.85

              
	
                August
                  2019

              	
                4,768,917.81

              
	
                September
                  2019

              	
                4,635,534.21

              
	
                October
                  2019

              	
                4,505,402.59

              
	
                November
                  2019

              	
                4,378,445.37

              
	
                December
                  2019

              	
                4,254,586.77

              
	
                January
                  2020

              	
                4,133,752.82

              
	
                February
                  2020

              	
                4,015,871.28

              
	
                March
                  2020

              	
                3,900,871.60

              
	
                April
                  2020

              	
                3,788,684.91

              
	
                May
                  2020

              	
                3,679,243.93

              
	
                June
                  2020

              	
                3,572,482.99

              
	
                July
                  2020

              	
                3,468,337.96

              
	
                August
                  2020

              	
                3,366,746.22

              
	
                September
                  2020

              	
                3,267,646.63

              
	
                October
                  2020

              	
                3,170,979.48

              
	
                November
                  2020

              	
                3,076,686.49

              


      

      


      Schedule
        PAC page 4

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-2,
                  IA-3 and IA-13

                aggregate
                  planned balance

              
	
                December
                  2020

              	
                2,984,710.71

              
	
                January
                  2021

              	
                2,894,996.59

              
	
                February
                  2021

              	
                2,807,489.85

              
	
                March
                  2021

              	
                2,722,137.51

              
	
                April
                  2021

              	
                2,638,887.83

              
	
                May
                  2021

              	
                2,557,690.29

              
	
                June
                  2021

              	
                2,478,495.59

              
	
                July
                  2021

              	
                2,401,255.56

              
	
                August
                  2021

              	
                2,325,923.19

              
	
                September
                  2021

              	
                2,252,452.57

              
	
                October
                  2021

              	
                2,180,798.88

              
	
                November
                  2021

              	
                2,110,918.37

              
	
                December
                  2021

              	
                2,042,768.30

              
	
                January
                  2022

              	
                1,976,306.98

              
	
                February
                  2022

              	
                1,911,493.67

              
	
                March
                  2022

              	
                1,848,288.61

              
	
                April
                  2022

              	
                1,786,652.99

              
	
                May
                  2022

              	
                1,726,548.90

              
	
                June
                  2022

              	
                1,667,939.35

              
	
                July
                  2022

              	
                1,610,788.21

              
	
                August
                  2022

              	
                1,555,060.22

              
	
                September
                  2022

              	
                1,500,720.95

              
	
                October
                  2022

              	
                1,447,736.78

              
	
                November
                  2022

              	
                1,396,074.91

              
	
                December
                  2022

              	
                1,345,703.29

              
	
                January
                  2023

              	
                1,296,590.66

              
	
                February
                  2023

              	
                1,248,706.48

              
	
                March
                  2023

              	
                1,202,020.95

              
	
                April
                  2023

              	
                1,156,504.97

              
	
                May
                  2023

              	
                1,112,130.15

              
	
                June
                  2023

              	
                1,068,868.74

              
	
                July
                  2023

              	
                1,026,693.69

              
	
                August
                  2023

              	
                985,578.58

              
	
                September
                  2023

              	
                945,497.59

              
	
                October
                  2023

              	
                906,425.57

              
	
                November
                  2023

              	
                868,337.93

              
	
                December
                  2023

              	
                831,210.67

              
	
                January
                  2024

              	
                795,020.38

              
	
                February
                  2024

              	
                759,744.20

              
	
                March
                  2024

              	
                725,359.80

              
	
                April
                  2024

              	
                691,845.41

              
	
                May
                  2024

              	
                659,179.76

              


      

      


       

      Schedule
        PAC page 5

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-2,
                  IA-3 and IA-13

                aggregate
                  planned balance

              
	
                June
                  2024

              	
                627,342.11

              
	
                July
                  2024

              	
                596,312.18

              
	
                August
                  2024

              	
                566,070.21

              
	
                September
                  2024

              	
                536,596.89

              
	
                October
                  2024

              	
                507,873.40

              
	
                November
                  2024

              	
                479,881.33

              
	
                December
                  2024

              	
                452,602.74

              
	
                January
                  2025

              	
                426,020.12

              
	
                February
                  2025

              	
                400,116.37

              
	
                March
                  2025

              	
                374,874.79

              
	
                April
                  2025

              	
                350,279.11

              
	
                May
                  2025

              	
                326,313.43

              
	
                June
                  2025

              	
                302,962.22

              
	
                July
                  2025

              	
                280,210.36

              
	
                August
                  2025

              	
                258,043.06

              
	
                September
                  2025

              	
                236,445.90

              
	
                October
                  2025

              	
                215,404.79

              
	
                November
                  2025

              	
                194,906.02

              
	
                December
                  2025

              	
                174,936.16

              
	
                January
                  2026

              	
                155,482.14

              
	
                February
                  2026

              	
                136,531.18

              
	
                March
                  2026

              	
                118,070.82

              
	
                April
                  2026

              	
                100,088.91

              
	
                May
                  2026

              	
                82,573.58

              
	
                June
                  2026

              	
                65,513.24

              
	
                July
                  2026

              	
                48,896.59

              
	
                August
                  2026

              	
                32,712.61

              
	
                September
                  2026

              	
                16,950.53

              
	
                October
                  2026

              	
                1,599.85

              
	
                November
                  2026

              	
                0.00

              


      

      


       

      


      


      


      


      


      


      


      


      


      


      


      


      Schedule
        PAC page 6

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        TAC

       

      
        	
                Distribution
                  day in

              	
                Class
                  IA-4

                targeted
                  balance

              
	
                Initial

              	
                $143,313,000.00

              
	
                November
                  2006

              	
                142,753,193.79

              
	
                December
                  2006

              	
                142,012,059.03

              
	
                January
                  2007

              	
                141,089,996.79

              
	
                February
                  2007

              	
                139,987,849.44

              
	
                March
                  2007

              	
                138,706,903.45

              
	
                April
                  2007

              	
                137,248,890.70

              
	
                May
                  2007

              	
                135,615,988.41

              
	
                June
                  2007

              	
                133,810,817.61

              
	
                July
                  2007

              	
                131,836,440.14

              
	
                August
                  2007

              	
                129,696,354.21

              
	
                September
                  2007

              	
                127,394,488.37

              
	
                October
                  2007

              	
                124,935,194.17

              
	
                November
                  2007

              	
                122,323,237.13

              
	
                December
                  2007

              	
                119,563,786.43

              
	
                January
                  2008

              	
                116,662,403.06

              
	
                February
                  2008

              	
                113,625,026.54

              
	
                March
                  2008

              	
                110,457,960.32

              
	
                April
                  2008

              	
                107,167,855.76

              
	
                May
                  2008

              	
                103,761,694.88

              
	
                June
                  2008

              	
                100,246,771.76

              
	
                July
                  2008

              	
                96,630,672.90

              
	
                August
                  2008

              	
                92,921,256.27

              
	
                September
                  2008

              	
                89,126,629.46

              
	
                October
                  2008

              	
                85,255,126.78

              
	
                November
                  2008

              	
                81,315,285.41

              
	
                December
                  2008

              	
                77,319,285.40

              
	
                January
                  2009

              	
                73,275,732.10

              
	
                February
                  2009

              	
                69,193,358.32

              
	
                March
                  2009

              	
                65,235,761.69

              
	
                April
                  2009

              	
                61,400,149.74

              
	
                May
                  2009

              	
                57,683,787.79

              
	
                June
                  2009

              	
                54,083,997.72

              
	
                July
                  2009

              	
                50,598,156.92

              
	
                August
                  2009

              	
                47,223,697.07

              
	
                September
                  2009

              	
                43,958,103.12

              
	
                October
                  2009

              	
                40,798,912.20

              
	
                November
                  2009

              	
                37,743,712.54

              
	
                December
                  2009

              	
                34,790,142.47

              
	
                January
                  2010

              	
                31,935,889.37

              
	
                February
                  2010

              	
                29,178,688.72

              
	
                March
                  2010

              	
                26,516,323.10

              


      

      


      Schedule
        TAC page 1

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Class
                  IA-4

                targeted
                  balance

              
	
                April
                  2010

              	
                23,946,621.26

              
	
                May
                  2010

              	
                21,467,457.16

              
	
                June
                  2010

              	
                19,076,749.08

              
	
                July
                  2010

              	
                16,772,458.70

              
	
                August
                  2010

              	
                14,552,590.26

              
	
                September
                  2010

              	
                12,415,189.66

              
	
                October
                  2010

              	
                10,358,343.62

              
	
                November
                  2010

              	
                8,380,178.90

              
	
                December
                  2010

              	
                6,478,861.41

              
	
                January
                  2011

              	
                4,652,595.49

              
	
                February
                  2011

              	
                2,899,623.11

              
	
                March
                  2011

              	
                1,218,223.06

              
	
                April
                  2011

              	
                0.00

              


      

      


       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Schedule
        TAC page 2

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        1

       

      TRANSFEREE’S
        AFFIDAVIT

       

      Transferee’s
        Affidavit

      Affidavit
        Pursuant to Section 

      860e(E)(4)
        of the Internal

      Revenue
        Code of 1986, As Amended

       

      STATE
        OF    )

              ):

      COUNTY
        OF
        )

       

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

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

       

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

       

      3. That
        the
        Investor is not a “disqualified organization” within the meaning of Section
        860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Internal
        Revenue Code”) or an ERISA
        Prohibited holder, and will not be a “disqualified organization” or an
ERISA
        Prohibited holder as of [ ,
         ],
        and
        that the Investor is not acquiring a Citicorp Mortgage Securities Trust,
        Series
        200[...]-[  ] REMIC Pass-Through Certificates, class [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

      


       

      Citicorp
        Mortgage Securities Trust, Series 2006-5

      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][September 25, 2036][October
        25,
        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
        Citicorp Mortgage Securities Trust, Series 2006-5 REMIC Pass-Through
        Certificates, consisting of twenty senior classes, six subordinated classes
        and
        two classes of residual certificates.

       

       

      The
        class
        of securities represented by this certificate is a “regular interest” in a real
        estate mortgage investment conduit (“REMIC”) within the meaning of Section
        860G(a)(1) of the Internal Revenue Code of 1986, as amended [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 27, 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

      


      Citicorp
        Mortgage Securities Trust, Series 2006-5

      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][September 25, 2036][October
        25,
        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
        Citicorp Mortgage Securities Trust, Series 2006-5 REMIC Pass-Through
        Certificates, consisting of twenty senior classes, six subordinated classes
        and
        two classes of residual certificates.

       

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

       

      


       

       

      Certificates
        governed by Pooling Agreement

       

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

       

      


       

       

      Optional
        early termination

       

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

      


       

      Governing
        law

       

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

      


      


      


      


      A-2-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

       

      Authentication
        required

       

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

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-2-3

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


       

      CITICORP
        MORTGAGE SECURITIES, INC.

       

      


       

      


       

      By:_______________________________

      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 27, 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

      


      Citicorp
        Mortgage Securities Trust, Series 2006-5

      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, Citigroup Global Markets 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
Citicorp
        Mortgage Securities Trust, Series 2006-5 REMIC
        Pass-Through Certificates, consisting of twenty senior classes, six subordinated
        classes and two classes of residual certificates.

       

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

       

       

      Certificates
        governed by Pooling Agreement

       

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

       

      


       

      


       

      


       

      A-3-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Optional
        early termination

       

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

       

      Governing
        law

       

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

       

       

      Authentication
        required

       

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

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-3-3

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


       

      CITICORP
        MORTGAGE SECURITIES, INC.

       

      


       

      


       

      By:_______________________________

      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 27, 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 AND LR CERTIFICATES

       

      Citicorp
        Mortgage Securities Trust, Series 2006-5

      REMIC
        Pass-Through Certificates 

      Residual
        Class [PR][LR] Certificate

       

      representing
        an ownership interest in a trust fund consisting

      primarily
        of mortgage loans acquired by 

       

      CITICORP
        MORTGAGE SECURITIES, INC.

       

      
        	
                certificate
                  no. 1

                 

              	
                100%
                  percentage interest

                 

              


      

      


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

                 

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

                 

                Transfer
                  of this certificate is restricted as set forth in section 5.2 of
                  the
                  Pooling Agreement. As a condition of ownership of this certificate,
                  a
                  transferee must furnish an affidavit to the transferor and the
                  Trustee
                  that (a) it is not a “disqualified organization,” as defined in Section
                  860e(e)(5) of the Code, (b) it is not acquiring this certificate
                  as an
                  agent (including a broker, nominee or other middleman) on behalf
                  of a
                  disqualified organization, (c) it understands that it may incur
                  tax
                  liabilities in excess of cash flows generated by the residual interest
                  and
                  it intends to pay taxes associated with holding the residual interest
                  as
                  they become due, (d) it historically has paid its debts as they
                  have come
                  due and intends to pay its debts as they come due in the future,
                  (e) it
                  will not cause the income with respect to this certificate to be
                  attributable to a foreign permanent establishment or fixed base,
                  within
                  the meaning of an applicable income tax treaty, of it or any other
                  person,
                  and (f) it is not a “Non-permitted Foreign holder,” as defined in section
                   5.2 of the Pooling Agreement. By accepting this certificate, a
                  transferee
                  will be subject to such restrictions on transferability, and will
                  have
                  consented to any amendments to the Pooling Agreement that are required
                  to
                  ensure that this certificate is not transferred to a disqualified
                  organization or its agent, or to a Non-permitted Foreign holder.
                  To
                  satisfy a regulatory safe harbor against the disregard of such
                  transfer,
                  the transferor may be required to conduct a reasonable 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. 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
        Citicorp Mortgage Securities Trust, Series 2006-5 REMIC Pass-Through
        Certificates, consisting of twenty senior classes, six subordinated classes
        and
        two classes of residual certificates.

       

       

      Certificates
        governed by Pooling Agreement

       

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

       

       

      U.S.
        federal income tax information

       

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

       

      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 27, 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 Citicorp Mortgage Securities Trust, Series 2006-5
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 Citicorp Mortgage Securities Trust, Series 2006-5
        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 Citicorp Mortgage Securities Trust, Series 2006-5 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

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 1
          of 20

      

    

     

     

     

    
      EXHIBIT
        F

      FORM
        OF YIELD MAINTENANCE AGREEMENT

      


      


      Dated:
        October 27, 2006

      


      Rate
        Cap Transaction

      


      Re:
        Wachovia
        Reference No. 1610996, 1610995

      


      Ladies
        and Gentlemen:

      


      The
        purpose of this letter agreement (“Agreement”)
        is to
        confirm the terms and conditions of the rate Cap Transaction entered into
        on the
        Trade Date specified below (the “Transaction”)
        between Wachovia Bank, N.A. (“Wachovia”),
        , and
        U.S. Bank National Association,
        not in
        its individual capacity, but solely as trustee (in such capacity, the “Trustee”)
        under the Pooling and Servicing Agreement, dated as of October 1, 2006, among
        Citicorp Mortgage Securities, Inc., as depositor (the “Depositor”),
        CitiMortgage, Inc., as servicer (the “Servicer”), Citibank, N.A., as paying
        agent, certificate registrar and authenticating agent and the Trustee (the
        “Pooling
        and Servicing Agreement”).
        Citicorp Mortgage Securities Trust, Series 2006-5 (the “Issuing Entity”) is
        referred to herein as the “Counterparty”. This
        Agreement, which evidences a complete and binding agreement between you and
        us
        to enter into the Transaction on the terms set forth below, constitutes a
        “Confirmation”
as
        referred to in the “ISDA
        Form Master Agreement”
(as
        defined below), as well as a “Schedule” as referred to in the ISDA Form Master
        Agreement.

      


      1. Form
        of Agreement.
        This
        Agreement is subject to the 2000
        ISDA Definitions (the
        “Definitions”),
        as
        published by the International Swaps and Derivatives Association, Inc.
        (“ISDA”).
        You
        and we have agreed that this Agreement forms part of, supplements and is
        subject
        to a 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the
“ISDA
        Form Master Agreement”).
        Except as otherwise specified, references herein to Sections shall be to
        Sections of the ISDA Form Master Agreement, and references to Paragraphs
        shall
        be to paragraphs of this Agreement. In the event of any inconsistency between
        the provisions of this Agreement and the Definitions or the ISDA Form Master
        Agreement, this Agreement shall prevail for purposes of the Transaction.
        Capitalized terms not otherwise defined herein or in the Definitions shall
        have
        the meaning defined for such term in the Pooling and Servicing
        Agreement.

      


      
        	
                2.

              	
                Certain
                  Terms.
                  The terms of the particular Transaction to which this Confirmation
                  relates
                  are as follows:

              


      

      


      Type
        of
        Transaction:      Rate
        Corridor

      


      Notional
        Amount:         With
        respect to any
        Calculation Period the amount set forth for such period on Schedule I attached
        hereto. 

      


      Trade
        Date:            October
        05, 2006

      


      Effective
        Date:          October
        27, 2006


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-1

          
            

          

        

        
          
          

          Page 2
            of 20

        

      


      Termination
        Date: June
        25,
        2011

      


      FIXED
        AMOUNTS

      


      Fixed
        Amount Payer:  Counterparty

      


      Fixed
        Amount:      USD
        581,000.00

      


      Fixed
        Amount Payer 

      Payment
        Date:   October
        27, 2006

      


      


      FLOATING
        AMOUNTS

      


      Floating
        Rate Payer:     Wachovia

      


      Cap
        Rate:             5.45%

      


      Floating
        Rate for initial

      Calculation
        Period:         Determined
        two London Banking Days prior to the Effective Date

      


      Floating
        Rate Day Count

      Fraction:       30/360

      


      Floating
        Rate Option:       USD-LIBOR-BBA,
        provided, however, if the Floating Rate Option for a Calculation Period is
        greater than 8.95% then the Floating Rate Option for such Calculation Period
        shall be deemed equal to 8.95%.

      


      Designated
        Maturity:      One
        month

      


      Spread:       Inapplicable

      


      Floating
        Rate Payer

      Period
        End Dates:         The
        25th
        day of
        each month, beginning on November 25, 2006 and ending on the Termination
        Date
        with No Adjustment

      


      Floating
        Rate Payer

      Payment
        Dates: E          
Early
        Payment shall be
        applicable. The Floating Rate Payer Payment Date shall be one (1) Business
        Day
        preceding each Floating Rate Payer Period End Date.

      


      Reset
        Dates:             The
        first
        day of each Calculation Period

      


      Compounding:          Inapplicable


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-2

          
            

          

        

        
          
          

          Page 3
            of 20

        

      


      Business
        Days for Payments

      By
        both
        parties:             New
        York


      


      Calculation
        Agent:         Wachovia

      


      3. Additional
        Provisions:
        

      


      1) Reliance.
        Each
        party hereto is hereby advised and acknowledges that the other party has
        engaged
        in (or refrained from engaging in) substantial financial transactions and
        has
        taken (or refrained from taking) other material actions in reliance upon
        the
        entry by the parties into the Transaction being entered into on the terms
        and
        conditions set forth herein. 

      


      2) Transfer,
        Amendment and Assignment.
        No
        transfer, amendment, waiver, supplement, assignment or other modification
        of
        this Transaction shall be permitted by either party unless each of Fitch
        Ratings
        (“Fitch”) and Moody’s Investors Service, Inc. (“Moody’s”),
        has
        been provided notice of the same and confirms in writing (including by facsimile
        transmission) that it will not downgrade, qualify, withdraw or otherwise
        modify
        its then-current ratings on the Certificates issued under the Pooling and
        Servicing Agreement (the “Certificates”).

      


      
        	
                4.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the ISDA Form Master
                  Agreement:

              


      

      


      
        	 	
                1)

              	
                No
                  Netting Between Transactions.
                  The parties agree that subparagraph (ii) of Section 2(c) will apply
                  to any
                  Transaction.

              


      

      


      
        	 	
                2)

              	
                Termination
                  Provisions.
                  Subject to the provisions of Paragraph 4(10) below, for purposes
                  of the
                  ISDA Form Master Agreement:

              


      

      


      
        	 	
                (a)

              	
                “Specified
                  Entity”
                  is not applicable to Wachovia or the Counterparty for any purpose.
                  

              


      

      


      
        	 	
                (b)

              	
                The
                  “Breach
                  of Agreement”
                  provision of Section 5(a)(ii) will not apply to Wachovia or the
                  Counterparty.

              


      

      


      
        	 	
                (c)

              	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will not apply to Wachovia (except
                  with
                  respect to credit support furnished pursuant to Paragraph 4 9)
                  below or
                  the Counterparty.

              


      

      


      
        	 	
                (d)

              	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will not apply to Wachovia or the
                  Counterparty.

              


      

      


      
        	 	
                (e)

              	
                “Default
                  under Specified Transaction”
                  is not applicable to Wachovia or the Counterparty for any purpose,
                  and,
                  accordingly, Section 5(a)(v) shall not apply to Wachovia or the
                  Counterparty.

              


      


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-3

          
            

          

        

        
          
          

          Page 4
            of 20

        

      


      
        	 	
                (f)

              	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will not apply to Wachovia or to
                  the
                  Counterparty.

              


      

      


      
        	 	
                (g)

              	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii)(2) will not apply to the Counterparty;
                  the
                  words “trustee” and “custodian” in Section 5(a)(vii)(6) will not include
                  the Trustee; and the words “specifically authorized ” are inserted before
                  the word “action” in Section
                  5(a)(vii)(9).

              


      

      


      
        	 	
                (h)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to Wachovia or the
                  Counterparty.

              


      

      


      
        	 	
                (i)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to Wachovia or to the
                  Counterparty.

              


      

      


      
        	 	
                (j)

              	
                Payments
                  on Early Termination.
                  For the purpose of Section 6(e):

              


      

      


      (i) Market
        Quotation will apply.

       

      (ii) The
        Second Method will apply. 

      


      
        	 	
                (k)

              	
                “Termination
                  Currency”
                  means United States Dollars. 

              


      

      


      


      3) Tax
        Representations. 

      


      
        	 	
                (a)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e), Wachovia and the Counterparty
                  make the
                  following representations:

              


      

      


      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 representations made by the other party pursuant
                  to
                  Section 3(f);

              


      

      


      
        	 	
                (ii)

              	
                the
                  satisfaction of the agreement 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

              


      


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-4

          
            

          

        

        
          
          

          Page 5
            of 20

        

      


      party
        does not deliver a form or document under Section 4(a)(iii) by reason of
        material prejudice of its legal or commercial position. 

      


      
        	 	
                (b)

              	
                Payee
                  Representations.
                  For the purpose of Section 3(f), Wachovia and the Counterparty
                  make the
                  following representations.

              


      

       

      (i) The
        following representation will apply to Wachovia: 

      


      It
        is a
        national banking association organized or formed under the laws of the Untied
        States and is a United States resident for United States federal income tax
        purposes. 

      


      (ii) The
        following representation will apply to the Counterparty:

      


      The
        beneficial owner of payments made to it under this Agreement is a “U.S. person”
(as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury
        Regulations) for United States federal income tax purposes.

      


      4) Documents
        to be delivered. For the purpose of Section 4(a):

      


      (a) Tax
        forms, documents or certificates to be delivered are:

      


      


      
        	
                 

                Party
                  required to deliver document

                 

              	
                 

                Form/Document/
                  Certificate

                 

              	
                 

                Date
                  by which to be delivered

              	
                 

                Covered
                  by Section 3(d) Representation

                 

              
	
                Wachovia
                  and Counterparty

                 

              	
                 

                Any
                  document required or
                  reasonably requested to allow the other party to make payments
                  under this
                  Agreement without any deduction or withholding for or on the account
                  of
                  any tax. 

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement 

                 

              	
                 

                Yes

                 

              


      

      


      (b) 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

                 

              
	
                 

                Wachovia
                  

                 

              	
                 

                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing this
                  Agreement, any relevant Credit Support Document, or any Confirmation,
                  as
                  the case may be.

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement 

                 

              	
                 

                Yes

                 

              


      


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-5

          
            

          

        

        
          
          

          Page 6
            of 20

        

      


      


      
        	
                 

                Counterparty
                  

                 

              	
                 

                (i)
                  a copy of the executed Pooling and Servicing Agreement, and (ii)
                  an
                  incumbency certificate verifying the true signatures and authority
                  of the
                  person or persons signing this letter agreement on behalf of the
                  Counterparty.

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement 

                 

              	
                 

                Yes

                 

              
	
                 

                Wachovia

                 

              	
                 

                A
                  copy of the most recent publicly available regulatory call
                  report.

                 

              	
                 

                To
                  be made available on
                  http://wachovia.com/inside/page/0,,133-202_270,00.html as soon
                  as
                  available and in any event within 90 days after the end of each
                  fiscal
                  year of Wachovia

                 

              	
                 

                Yes

                 

              
	
                 

                Wachovia
                  and Counterparty

                 

              	
                 

                Legal
                  Opinion as to enforceability of the Agreement.

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement.

                 

              	
                 

                Yes

                 

              
	
                 

                Counterparty

                 

              	
                 

                Certified
                  copy of the Board of Directors resolution (or equivalent authorizing
                  documentation) which sets forth the authority of each signatory
                  to the
                  Confirmation signing on its behalf and the authority of such party
                  to
                  enter into Transactions contemplated and performance of its obligations
                  hereunder.

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement.

                 

              	
                 

                Yes

                 

              


      

      


      5)
         Miscellaneous.
        

      


      
        	 	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a):

              


      

      


      Address
        for notices or communications to Wachovia:

      


      


      Wachovia
        Bank, National Association

      301
        South
        College Street, DC-8

      Charlotte,
        NC 28202-0600

      Attention:
        Derivatives Documentation Group

      Fax:
        (704) 383-0575

      Phone:
        (704) 383-8778

      


      (For
        all
        purposes)


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-6

          
            

          

        

        
          
          

          Page 7
            of 20

        

      


      Address
        for notices or communications to the Counterparty:

      


      U.S.
        Bank
        National Association

      One
        Federal Street, 3rd Floor

      Boston,
        Massachusetts 02110

      Tel:
        (617) 603-6402

      Fax:
        (617) 603-6637

      


      with
        a
        copy to

      


      Citibank
        Agency and Trust

      388
        Greenwich Street, 14th Floor

      New
        York,
        New York 10013

      Phone:
        (212) 816-5685

      Facsimile:
        (212) 816-5527

      


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

      


      Wachovia
        appoints as its Process Agent:  Not
        Applicable

       

      The
        Counterparty appoints as its Process Agent: Not
        Applicable

      


      
        	 	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will not apply to this Agreement;
                  neither
                  Wachovia nor the Counterparty have any Offices other than as set
                  forth in
                  the Notices Section and Wachovia agrees that, for purposes of Section
                  6(b), it shall not in future have any Office other than one in
                  the United
                  States.

              


      

      


      
        	 	
                (d)

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

              


      

      


      Wachovia
        is not a Multibranch Party.

       

      The
        Counterparty is not a Multibranch Party.

      


      
        	 	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is Wachovia.

              


      

      


      (f) Credit
        Support Document. Not
        applicable for either Wachovia (except with respect to credit support furnished
        pursuant to Paragraph 9) or the Counterparty.

      


      
        	 	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      Wachovia: Not
        Applicable (except with respect to credit support furnished pursuant to
        Paragraph 9)

       

      
        	 	
                Counterparty:

              	 	
                Not
                  Applicable

              


      


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-7

          
            

          

        

        
          
          

          Page 8
            of 20

        

      


       

      


      
        	 	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, without
                  regard to
                  conflict of law provisions thereof other than New York General
                  Obligations
                  Law Sections 5-1401 and 5-1402.

              


      

      


      
        	 	
                (i)

              	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) for any reason,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties; provided, however, that this severability provision shall
                  not be
                  applicable if any provision of Section 2, 5, 6 or 13 (or any definition
                  or
                  provision in Section 14 to the extent it relates to, or is used
                  in or in
                  connection with any such Section) shall be so held to be invalid
                  or
                  unenforceable. 

              


      

      


      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition.

      


      
        	 	
                (j)

              	
                Recording
                  of Conversations.
                  Each party (i) consents to the recording of telephone conversations
                  between the trading, marketing and other relevant personnel of
                  the parties
                  in connection with this Agreement or any potential Transaction,
                  (ii)
                  agrees to obtain any necessary consent of, and give any necessary
                  notice
                  of such recording to, its relevant personnel and (iii) agrees,
                  to the
                  extent permitted by applicable law, that recordings may be submitted
                  in
                  evidence in any Proceedings.

              


      

      


      
        	 	
                (k)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any Proceedings relating to this Agreement or any Credit Support
                  Document.
                  

              


      

      


      
        	 	
                (l)
                  

              	
                Non-Recourse.
                  Notwithstanding any provision herein or in the ISDA Form Master
                  Agreement
                  to the contrary, the obligations of the Counterparty hereunder
                  are limited
                  recourse obligations of the Counterparty, payable solely from the
                  Issuing
                  Entity and the proceeds thereof to satisfy the Counterparty's obligations
                  hereunder. In the event that the Issuing Entity and proceeds thereof
                  should be insufficient to satisfy all claims
                  outstanding

              


      


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-8

          
            

          

        

        
          
          

          Page 9
            of 20

        

      


      and
        following the realization of the Issuing Entity and the distribution of the
        proceeds thereof when applied in accordance with the Pooling and Servicing
        Agreement, any claims against or obligations of the Counterparty under the
        ISDA
        Form Master Agreement or any other confirmation thereunder, still outstanding
        shall be extinguished and thereafter not revive. This provision shall survive
        the expiration of this Agreement.

      


      
        	 	
                (m)

              	
                Limitation
                  on Institution of Bankruptcy Proceedings.
                  Wachovia shall not institute against or cause any other person
                  to
                  institute against, or join any other person in instituting against
                  the
                  Counterparty, any bankruptcy, reorganization, arrangement, insolvency
                  or
                  liquidation proceedings, under any of the laws of the United States
                  or any
                  other jurisdiction, for a period of one year and one day (or, if
                  longer,
                  the applicable preference period) following indefeasible payment
                  in full
                  of the Certificates, provided that nothing herein shall preclude,
                  or be
                  deemed to estop Wachovia from taking any action in any case or
                  proceeding
                  voluntarily filed or commenced by or on behalf of the Counterparty
                  by a
                  party other than Wachovia or any of Wachovia’s Affiliates or in any
                  involuntary case or proceeding after it has commenced. This provision
                  shall survive the expiration of this
                  Agreement.

              


      

      


      
        	 	
                (n)

              	
                Remedy
                  of Failure to Pay or Deliver.
                  The ISDA Form Master Agreement is hereby amended by replacing the
                  word
                  “third” in the third line of Section 5(a)(i) by the word
                  “second”.

              


      

      


      
        	 	
                (o)

              	
                “Affiliate”
                  will have the meaning specified in Section 14 of the ISDA Form
                  Master
                  Agreement, provided that the Counterparty shall not be deemed to
                  have any
                  Affiliates for purposes of this Agreement, including for purposes
                  of
                  Section 6(b)(ii).

              


      

      


      
        	 	
                (p)

              	
                Trustee’s
                  Capacity.
                  It is expressly understood and agreed by the parties hereto that
                  insofar
                  as this Confirmation is executed by the Trustee
                  (i) this Confirmation is executed and delivered by
                  U.S. Bank National Association,
                  not in its individual capacity but solely as Trustee
                  pursuant to the Pooling and Servicing Agreement in the exercise
                  of the
                  powers and authority conferred and vested in it thereunder and
                  pursuant to
                  instruction set forth therein (ii) each of the representations,
                  undertakings and agreements herein made on behalf of the trust
                  is made and
                  intended not as a personal representation, undertaking or agreement
                  of the
                  Trustee
                  but is made and intended for the purpose of binding only the Counterparty,
                  and (iii) under no circumstances will U.S.
                  Bank National Association,
                  in its individual capacity be personally liable for the payment
                  of any
                  indebtedness or expenses or be personally liable for the breach
                  or failure
                  of any obligation, representation, warranty or covenant made or
                  undertaken
                  under this Confirmation and (iv) the parties hereto acknowledge
                  and agree
                  that under the Pooling and Servicing Agreement and in connection
                  with
                  this

              


      


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-9

          
            

          

        

        
          
          

          Page
            10 of 20

        

      


      Agreement,
        Citibank, N.A., as Paying Agent under the Pooling and Servicing Agreement
        may
        act for the Counterparty hereunder, and Wachovia hereby acknowledges and
        agrees
        that it will, unless otherwise directed by the Trustee under the Pooling
        and
        Servicing Agreement, make all payments hereunder to, and otherwise deal directly
        with, the Paying Agent on behalf of the Counterparty. Any and all payments
        made
        by Wachovia to the paying Agent pursuant to this provision shall discharge
        in
        full Wachovia’s obligation to make payments to the Counterparty under the
        Agreement.

      


      
        	 	
                (q)

              	
                Trustee’s
                  Representation.
                  U.S.
                  Bank National Association,
                  as Trustee,
                    represents and warrants that:

              


      

      


      It
        has
        been directed under the Pooling and Servicing Agreement to enter into this
        letter agreement as Trustee
        on
        behalf of the Counterparty.

      


      
        	 	
                (r)

              	
                Amendment
                  to Pooling and Servicing Agreement.
                  Notwithstanding any provisions to the contrary in the Pooling and
                  Servicing Agreement, none of the Depositor or the Trustee shall
                  enter into
                  any amendment thereto which could have a material adverse effect
                  on
                  Wachovia without the prior written consent of
                  Wachovia.

              


      

      


      
        	 	
                6)

              	
                Additional
                  Representations.
                  Section
                  3 is hereby amended, by substituting for the words “Section 3(f)” in the
                  introductory sentence thereof the words “Sections 3(f) and 3(i)” and by
                  adding, at the end thereof, the following Sections 3(g), 3(h) and
                  3(i):

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties.
                  

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  (i) It is not relying on any statement or representation of the
                  other
                  party regarding the Transaction (whether written or oral), other
                  than the
                  representations expressly made in this Agreement or the Confirmation
                  in
                  respect of that Transaction and (ii) it has consulted with its
                  own legal,
                  regulatory, tax, business, investment, financial and accounting
                  advisors
                  to the extent it has deemed necessary, and it has made its own
                  investment,
                  hedging and trading decisions based upon its own judgment and upon
                  any
                  advice from such advisors as it has deemed necessary and not upon
                  any view
                  expressed by the other party.

              


      

      


      (2) Evaluation
        and Understanding.
        

      


      
        	 	
                (i)

              	
                Each
                  Party acknowledges that U.S.
                  Bank National Association
                  has been directed under the Pooling
                  and

              


      


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-10

          
            

          

        

        
          
          

          Page
            11 of 20

        

      


      Servicing
        Agreement to enter into this Transaction as Trustee
        on
        behalf of the Counterparty.

      


      
        	 	
                (ii)
                  

              	
                It
                  is acting for its own account and has the capacity to evaluate
                  (internally
                  or through independent professional advice) the Transaction and
                  has made
                  its own decision to enter into the Transaction; it is not relying
                  on any
                  communication (written or oral) of the other party as investment
                  advice or
                  as a recommendation to enter into such transaction; it being understood
                  that information and explanations related to the terms and conditions
                  of
                  such transaction shall not be considered investment advice or a
                  recommendation to enter into such transaction. No communication
                  (written
                  or oral) received from the other party shall be deemed to be an
                  assurance
                  or guarantee as to the expected results of the transaction;
                  and

              


      

      


      
        	 	
                (iii)

              	
                It
                  understands the terms, conditions and risks of the Transaction
                  and is
                  willing and able to accept those terms and conditions and to assume
                  (and
                  does, in fact assume) those risks, financially and otherwise.
                  

              


      

      


      
        	 	
                (3)

              	
                Principal.
                  The
                  other party is not acting as a fiduciary or an advisor for it in
                  respect
                  of this Transaction.

              


      

      


      
        	 	
                (h)

              	
                Exclusion
                  from Commodities Exchange Act.
                  (A)
                  It is an “eligible contract participant” within the meaning of Section
                  1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement
                  and
                  each Transaction is subject to individual negotiation by such party;
                  and
                  (C) neither this Agreement nor any Transaction will be executed
                  or traded
                  on a “trading facility” within the meaning of Section 1a(33) of the
                  Commodity Exchange Act, as amended.

              


      

      


      
        	 	
                (i)

              	
                ERISA
                  (Pension Plans).
                  It
                  is not a pension plan or employee benefits plan and it is not using
                  assets
                  of any such plan or assets deemed to be assets of such a plan in
                  connection with this Transaction.

              


      

      


      
        	 	
                7)

              	
                Set-off.
                  Notwithstanding any provision of this Agreement or any other existing
                  or
                  future agreement (but without limiting the provisions of Section
                  2(c) and
                  Section 6, except as provided in the next sentence), each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  The
                  last sentence of the first paragraph of Section 6(e) shall not
                  apply for
                  purposes of this Transaction.

              


      


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-11

          
            

          

        

        
          
          

          Page
            12 of 20

        

      


      
        	 	
                8)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will apply, in
                  each case with respect to Wachovia as the sole Affected Party (unless
                  otherwise provided below): 

              


      

      
        	 	
                (i)

              	
                Remedy
                  of Ratings Events. Wachovia
                  fails to comply with the provisions of Paragraph
                  9.

              


      

      


      
        	 	
                (ii)

              	
                Provision
                  of Information Required by Regulation AB.
                  Wachovia Fails to comply with the provisions of Section 4(12) below
                  within
                  the time provided for therein.

              


      

      


      9) Ratings
        Downgrade. For
        purposes of each Transaction:

       

      (i) Certain
        Definitions.

       

      (A) “Rating
        Agency Condition”
means,
        with respect to any particular proposed act or omission to act hereunder,
        that
        the Trustee shall have received prior written confirmation from each of the
        applicable Rating Agencies, and shall have provided notice thereof to Wachovia,
        that the proposed action or inaction would not cause a downgrade or withdrawal
        of their then-current ratings of the Certificates.

       

      (B) “Qualifying
        Ratings”
means,
        with respect to the debt of any assignee or guarantor under Paragraph 4(9)(ii)
        below, 

       

      (x) a
        short-term unsecured and unsubordinated debt rating of “P-1” (not on watch for
        downgrade), and a long-term unsecured and unsubordinated debt of ”A1” (not on
        watch for downgrade) (or, if it has no short-term unsecured and unsubordinated
        debt rating, a long term rating of “Aa3” (not on watch for downgrade) by
        Moody’s, 

       

      (y) a
        short-term unsecured and unsubordinated debt rating of at least “A-1” by
        S&P; and(z) a
        short-term unsecured and unsubordinated debt rating of “F-1” by
        Fitch.

       

      (C) A
        “Collateralization
        Event”
shall
        occur with respect to Wachovia (or any applicable credit support provider)
        if:

       

      (x) its
        short-term unsecured and unsubordinated debt rating is reduced to “P-1” (and is
        on watch for downgrade) or below, and its long-term unsecured and unsubordinated
        debt is reduced to ”A1” (and is on watch for downgrade) or below (or, if it has
        no short-term unsecured and unsubordinated debt rating, its long term rating
        is
        reduced to “Aa3” (and is on watch for downgrade) or below) by Moody’s,
        or

       

      (y) its
        short-term unsecured and unsubordinated debt rating is reduced below “A-1” by
        S&P; or

       

      (z) its
        short-term unsecured and unsubordinated debt rating is reduced below “F-1” by
        Fitch.

       


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-12

          
            

          

        

        
          
          

          Page
            13 of 20

        

      


      (D) A
        “Ratings
        Event”
shall
        occur with respect to Wachovia (or any applicable credit support provider)
        if:

       

      (x) its
        short-term unsecured and unsubordinated debt rating is withdrawn or reduced
        to
“P-2” or below by Moody’s and its long-term unsecured and unsubordinated debt is
        reduced to “A3” or below (or, if it has no short-term unsecured and
        unsubordinated debt rating, its long term rating is reduced to “A2” or below) by
        Moody’s, or

       

      (y) its
        long-term unsecured and unsubordinated debt rating is withdrawn or reduced
        to
        BBB- or below by S&P, or 

       

      (y) its
        long-term unsecured and unsubordinated debt rating is withdrawn or reduced
        below
“BBB-” by Fitch.

       

      For
        purposes of (C) and (D) above, such events include those occurring in connection
        with a merger, consolidation or other similar transaction by Wachovia or
        any
        applicable credit support provider, but they shall be deemed not to occur
        if,
        within 30 days (or, in the case of a Ratings Event, 10 Business Days)
        thereafter, each of the applicable Rating Agencies has reconfirmed the ratings
        of the Certificates, as applicable, which were in effect immediately prior
        thereto. For the avoidance of doubt, a downgrade of the rating on the
        Certificates could occur in the event that Wachovia does not post sufficient
        collateral.

       

      (ii) Actions
        to be Taken Upon Occurrence of Event.
        Subject, in each case set forth in (A) and (B) below, to satisfaction of
        the
        Rating Agency Condition:

       

      (A) Collateralization
        Event.
        If a
        Collateralization Event occurs with respect to Wachovia (or any applicable
        credit support provider), then Wachovia shall, at its own expense, within
        thirty
        (30) days of such Collateralization Ratings Event:

       

      (1) post
        collateral under agreements and other instruments, which will be sufficient
        to
        not cause the reduction or withdrawal of the Rating Agencies then-current
        ratings of the Certificates,

       

      (2) assign
        the Transaction to a third party, the ratings of the debt of which (or of
        the
        guarantor of which) meet or exceed the Qualifying Ratings, on terms
        substantially similar to this Confirmation, which party is approved by the
        Counterparty, such approval not to be unreasonably withheld,

       

      (3) obtain
        a
        guaranty of, or a contingent agreement of, another person, the ratings of
        the
        debt of which (or of the guarantor of which) meet or exceed the Qualifying
        Ratings, to honor Wachovia’s payment obligations under this Agreement,
provided
        that
        such
        other person is approved by the Counterparty, such approval not to be
        unreasonably withheld, or

       


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-13

          
            

          

        

        
          
          

          Page
            14 of 20

        

      


      (4) establish
        any other arrangement approved by the Counterparty, such approval not to
        be
        unreasonably withheld, which will be sufficient to not cause the reduction
        or
        withdrawal of the Rating Agencies then-current ratings
        of the
        Certificates.

       

      (B) Ratings
        Event.
        If a
        Ratings Event occurs with respect to Wachovia (or any applicable credit support
        provider), then Wachovia shall, at its own expense, within ten (10) Business
        Days of such Ratings Event:

       

      (1) assign
        the Transaction to a third party, the ratings of the debt of which (or of
        the
        guarantor of which) meet or exceed the Qualifying Ratings, on terms
        substantially similar to this Confirmation, which party is approved by the
        Counterparty, such approval not to be unreasonably withheld,

       

      (2) obtain
        a
        guaranty of, or a contingent agreement of, another person, the ratings of
        the
        debt of which (or of the guarantor of which) meet or exceed the Qualifying
        Ratings, to honor Wachovia’s payment obligations under this Agreement,
provided
        that
        such
        other person is approved by the Counterparty, such approval not to be
        unreasonably withheld, or

       

      (3) establish
        any other arrangement approved by the Counterparty, such approval not to
        be
        unreasonably withheld, which will be sufficient to not cause the reduction
        or
        withdrawal of the Rating Agencies then-current ratings of the
        Certificates.

       

      


      
        	 	
                10)

              	
                Additional
                  Provisions.
                  Notwithstanding the terms of Sections 5 and 6 of the ISDA Form
                  Master
                  Agreement, if the Counterparty has satisfied its payment obligations
                  under
                  Section 2(a)(i) of the ISDA Form Master Agreement, and shall, at
                  the time,
                  have no future payment or delivery obligation, whether absolute
                  or
                  contingent, then unless Wachovia is required pursuant to appropriate
                  proceedings to return to the Counterparty or otherwise returns
                  to the
                  Counterparty upon demand of the Counterparty any portion of such
                  payment,
                  (a) the occurrence of an event described in Section 5(a) of the
                  ISDA Form
                  Master Agreement with respect to the Counterparty shall not constitute
                  an
                  Event of Default or Potential Event of Default with respect to
                  the
                  Counterparty as the Defaulting Party and (b) Wachovia shall be
                  entitled to
                  designate an Early Termination Date pursuant to Section 6 of the
                  ISDA Form
                  Master Agreement only as a result of a Termination Event set forth
                  in
                  either Section 5(b)(i) or Section 5(b)(ii) of the ISDA Form Master
                  Agreement with respect to Wachovia as the Affected Party or Section
                  5(b)(iii) of the ISDA Form Master Agreement with respect to Wachovia
                  as
                  the Burdened Party. 

              


      

      


      
        	 	
                11)
                  

              	
                Wachovia Payments
                  to be made to Paying
                  Agent.
                  Wachovia will, unless otherwise directed by the Paying
                  Agent,
                  make all payments hereunder to the Paying
                  Agent.
                  Payment made to the Paying
                  Agent
                  at
                  the account specified herein or
                  to

              


      


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-14

          
            

          

        

        
          
          

          Page
            15 of 20

        

      


      another
        account specified in writing by the Paying
        Agent
        shall
        satisfy the payment obligations of Wachovia hereunder to the extent of such
        payment.

      


      
        	 	
                12) 

              	
                Compliance
                  with Regulation AB: (i) For
                  purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities
                  (Regulation AB) (17 C.F.R. §§.§§.229.1100 - 229.1123) (“Regulation
                  AB”)
                  under the Securities Act of 1933, as amended, and the Securities
                  Exchange
                  Act of 1934, as amended (the “Exchange
                  Act”),
                  as amended and interpreted by the Securities and Exchange Commission
                  and
                  its staff, if the Depositor or the Counterparty makes a determination,
                  acting reasonably and in good faith, that (x) the applicable “significance
                  percentage” with respect to this Agreement has been reached, and (y) it
                  has a reporting obligation under the Exchange Act, then Wachovia
                  shall,
                  within five (5) Business Days after notice to that effect, at its
                  sole
                  expense, take one of the following actions (each subject to satisfaction
                  of the applicable requirements of the Rating Agencies): (1) provide
                  (including, if permitted by Regulation AB, provision by reference
                  to
                  reports filed pursuant to the Exchange Act or otherwise publicly
                  available
                  information): (A) the financial data required by Item 301 of Regulation
                  S-K (17 C.F.R. §229.301), pursuant
                  to Item 1115(b)(1) or; (B)
                  financial statements meeting the requirements of Regulation S-X
                  (17 C.F.R.
                  §§210.1-01 through 210.12-29, but excluding 17 C.F.R. §§. 210.3-05 and
                  Article 11 of Regulation S-X (17 C.F.R. §§. §§. 210.11-01 through
                  210.11-03)), pursuant
                  to Item 1115(b)(2), depending on the applicable significance percentage;
                  or
                  (C) such other financial information as may at the time be required
                  or
                  permitted to be provided in satisfaction of the requirements of
                  Item
                  1115(b); together with accountants consent and/or procedure letter
                  relating thereto, or (2) deliver collateral pursuant to an ISDA
                  Credit
                  Support Annex (subject to New York Law) in an amount sufficient
                  to reduce
                  the “significance percentage” (determined by the Depositor, acting
                  reasonably and in good faith) below the requirements of Item 1115(b)(1) or
                  of Item 1115(b)(2), respectively; or (3) secure another entity
                  able to
                  comply with the requirements of Item 1115(b) of Regulation AB to
                  replace
                  Wachovia as party to this Agreement, on substantially similar terms,
                  the
                  debt rating of which entity (or credit support provider therefor)
                  meets or
                  exceeds the applicable requirements of the applicable Rating
                  Agencies.

              


      

      


      5. Account
        Details and Settlement Information:

      


      Payments
        to Wachovia:

       

      Wachovia
        Bank, N.A.

      CIB
        Group, ABA 053000219

      Ref:
        Derivative Desk (Trade No:1610996, 1610995)

      Account
        #: 04659360006116


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-15

          
            

          

        

        
          
          

          Page
            16 of 20

        

      


      Payments
        to Counterparty:

      


      Citibank,
        N.A.

      Agency
        and Trust

      New
        York,
        NY

      ABA
        #
        021-000-089

      A/C
        3617-2242

      Further
        credit to Account # 106109

      Ref:
        #CMSI 2006-5 Yield Maintenance Payments

      


      6.
        Counterparts.
        This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

       

      Please
        confirm that the foregoing correctly sets forth the terms of our agreement
        by
        executing a copy of this Confirmation and returning it to us or by sending
        to us
        a letter substantially similar to this letter, which letter sets forth the
        material terms of the Transaction to which this Confirmation relates and
        indicates your agreement to those terms.

       


      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-16

          
            

          

        

        
          
          

          Page
            17 of 20

        

      


      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

      


      WACHOVIA
        BANK, N.A.

      


      


      By: _______________________________

      Name:
        

      Title:
        

      


      



      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-17

          
            

          

        

        
          
          

          Page 18
            of 20

        

      


      


      


      The
        Counterparty, acting through its duly authorized signatory, hereby agrees
        to,
        accepts and confirms the terms of the foregoing as of the Trade
        Date.

      


      


      CITICORP
        MORTGAGE SECURITIES TRUST, SERIES 2006-5

      BY:
        U.S. BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE ON
        BEHALF OF CITICORP MORTGAGE SECURITIES TRUST, SERIES
        2006-5

      


      


      By: _______________________________

      Name:

      Title:

      


      


      Solely
        for purposes of paragraph 4(12):

      CITICORP
        MORTGAGE SECURITIES, INC.

      


      


      By: _______________________________

      Name:

      Title:

      


      



      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-18

          
            

          

        

        
          
          

          Page
            19 of 20

        

      


      


      SCHEDULE
        I

      


      


      


      
        	 
	
                Amortization
                  Schedule for 1610996,
                  1610995

              
	 
	
                Calculation
                  Period

              	
                USD
                  Notional Amount

              	
                USD
                  Notional Reduction

              
	
                (from
                  and including, to but excluding)

              	
                (at
                  end of period)

              
	
                27-Oct-06

              	
                 to      

              	
                25-Nov-06

              	
                143,313,000.00

              	
                360,288.36

              
	
                25-Nov-06

              	
                 to      

              	
                25-Dec-06

              	
                142,952,711.64

              	
                538,560.20

              
	
                25-Dec-06

              	
                 to      

              	
                25-Jan-07

              	
                142,414,151.44

              	
                716,883.46

              
	
                25-Jan-07

              	
                 to      

              	
                25-Feb-07

              	
                141,697,267.98

              	
                894,832.55

              
	
                25-Feb-07

              	
                 to      

              	
                25-Mar-07

              	
                140,802,435.43

              	
                1,071,977.97

              
	
                25-Mar-07

              	
                 to      

              	
                25-Apr-07

              	
                139,730,457.46

              	
                1,247,887.50

              
	
                25-Apr-07

              	
                 to      

              	
                25-May-07

              	
                138,482,569.96

              	
                1,422,127.60

              
	
                25-May-07

              	
                 to      

              	
                25-Jun-07

              	
                137,060,442.36

              	
                1,594,264.84

              
	
                25-Jun-07

              	
                 to      

              	
                25-Jul-07

              	
                135,466,177.52

              	
                1,763,867.05

              
	
                25-Jul-07

              	
                 to      

              	
                25-Aug-07

              	
                133,702,310.47

              	
                1,930,505.09

              
	
                25-Aug-07

              	
                 to      

              	
                25-Sep-07

              	
                131,771,805.38

              	
                2,093,753.99

              
	
                25-Sep-07

              	
                 to      

              	
                25-Oct-07

              	
                129,678,051.39

              	
                2,253,194.44

              
	
                25-Oct-07

              	
                 to      

              	
                25-Nov-07

              	
                127,424,856.95

              	
                2,408,414.33

              
	
                25-Nov-07

              	
                 to      

              	
                25-Dec-07

              	
                125,016,442.62

              	
                2,559,009.99

              
	
                25-Dec-07

              	
                 to      

              	
                25-Jan-08

              	
                122,457,432.63

              	
                2,704,587.81

              
	
                25-Jan-08

              	
                 to      

              	
                25-Feb-08

              	
                119,752,844.82

              	
                2,844,765.43

              
	
                25-Feb-08

              	
                 to      

              	
                25-Mar-08

              	
                116,908,079.39

              	
                2,979,173.24

              
	
                25-Mar-08

              	
                 to      

              	
                25-Apr-08

              	
                113,928,906.15

              	
                3,107,455.65

              
	
                25-Apr-08

              	
                 to      

              	
                25-May-08

              	
                110,821,450.50

              	
                3,229,272.44

              
	
                25-May-08

              	
                 to      

              	
                25-Jun-08

              	
                107,592,178.06

              	
                3,344,299.91

              
	
                25-Jun-08

              	
                 to      

              	
                25-Jul-08

              	
                104,247,878.15

              	
                3,452,232.31

              
	
                25-Jul-08

              	
                 to      

              	
                25-Aug-08

              	
                100,795,645.84

              	
                3,552,782.65

              
	
                25-Aug-08

              	
                 to      

              	
                25-Sep-08

              	
                97,242,863.19

              	
                3,645,684.13

              
	
                25-Sep-08

              	
                 to      

              	
                25-Oct-08

              	
                93,597,179.06

              	
                3,730,690.98

              
	
                25-Oct-08

              	
                 to      

              	
                25-Nov-08

              	
                89,866,488.08

              	
                3,807,579.33

              
	
                25-Nov-08

              	
                 to      

              	
                25-Dec-08

              	
                86,058,908.75

              	
                3,876,148.39

              
	
                25-Dec-08

              	
                 to      

              	
                25-Jan-09

              	
                82,182,760.36

              	
                3,936,220.93

              
	
                25-Jan-09

              	
                 to      

              	
                25-Feb-09

              	
                78,246,539.43

              	
                3,987,644.09

              
	
                25-Feb-09

              	
                 to      

              	
                25-Mar-09

              	
                74,258,895.34

              	
                4,030,290.09

              
	
                25-Mar-09

              	
                 to      

              	
                25-Apr-09

              	
                70,228,605.25

              	
                3,908,375.68

              
	
                25-Apr-09

              	
                 to      

              	
                25-May-09

              	
                66,320,229.57

              	
                3,789,155.43

              
	
                25-May-09

              	
                 to      

              	
                25-Jun-09

              	
                62,531,074.14

              	
                3,672,574.33

              
	
                25-Jun-09

              	
                 to      

              	
                25-Jul-09

              	
                58,858,499.81

              	
                3,558,578.62

              
	
                25-Jul-09

              	
                 to      

              	
                25-Aug-09

              	
                55,299,921.19

              	
                3,447,115.45

              
	
                25-Aug-09

              	
                 to      

              	
                25-Sep-09

              	
                51,852,805.74

              	
                3,338,133.09

              
	
                25-Sep-09

              	
                 to      

              	
                25-Oct-09

              	
                48,514,672.65

              	
                3,231,580.84

              


      

      



      
        
          Ref
            No.
            1610996, 1610995

          
          

        

        
          F-19

          
            

          

        

        
          
          

          Page 20
            of 20

        

      


      


      
        	
                Amortization
                  Schedule for 1610996,
                  1610995

              
	 
	
                Calculation
                  Period

              	
                USD
                  Notional Amount

              	
                USD
                  Notional Reduction

              
	
                (from
                  and including, to but excluding)

              	
                (at
                  end of period)

              
	
                25-Oct-09

              	
                 to      

              	
                25-Nov-09

              	
                45,283,091.81

              	
                3,127,409.02

              
	
                25-Nov-09

              	
                 to      

              	
                25-Dec-09

              	
                42,155,682.79

              	
                3,025,568.90

              
	
                25-Dec-09

              	
                 to      

              	
                25-Jan-10

              	
                39,130,113.89

              	
                2,926,012.73

              
	
                25-Jan-10

              	
                 to      

              	
                25-Feb-10

              	
                36,204,101.16

              	
                2,828,693.75

              
	
                25-Feb-10

              	
                 to      

              	
                25-Mar-10

              	
                33,375,407.41

              	
                2,733,566.06

              
	
                25-Mar-10

              	
                 to      

              	
                25-Apr-10

              	
                30,641,841.35

              	
                2,640,584.75

              
	
                25-Apr-10

              	
                 to      

              	
                25-May-10

              	
                28,001,256.60

              	
                2,549,705.76

              
	
                25-May-10

              	
                 to      

              	
                25-Jun-10

              	
                25,451,550.84

              	
                2,460,885.89

              
	
                25-Jun-10

              	
                 to      

              	
                25-Jul-10

              	
                22,990,664.95

              	
                2,374,082.85

              
	
                25-Jul-10

              	
                 to      

              	
                25-Aug-10

              	
                20,616,582.10

              	
                2,289,255.17

              
	
                25-Aug-10

              	
                 to      

              	
                25-Sep-10

              	
                18,327,326.93

              	
                2,206,362.18

              
	
                25-Sep-10

              	
                 to      

              	
                25-Oct-10

              	
                16,120,964.75

              	
                2,125,364.08

              
	
                25-Oct-10

              	
                 to      

              	
                25-Nov-10

              	
                13,995,600.67

              	
                2,046,221.80

              
	
                25-Nov-10

              	
                 to      

              	
                25-Dec-10

              	
                11,949,378.87

              	
                1,968,897.07

              
	
                25-Dec-10

              	
                 to      

              	
                25-Jan-11

              	
                9,980,481.80

              	
                1,893,352.44

              
	
                25-Jan-11

              	
                 to      

              	
                25-Feb-11

              	
                8,087,129.36

              	
                1,819,551.12

              
	
                25-Feb-11

              	
                 to      

              	
                25-Mar-11

              	
                6,267,578.24

              	
                1,747,457.09

              
	
                25-Mar-11

              	
                 to      

              	
                25-Apr-11

              	
                4,520,121.15

              	
                1,677,035.08

              
	
                25-Apr-11

              	
                 to      

              	
                25-May-11

              	
                2,843,086.07

              	
                1,608,250.45

              
	
                25-May-11

              	
                 to      

              	
                25-Jun-11

              	
                1,234,835.62

              	
                1,234,835.62

              
	 	 	 	 	 


      

      


      
 

       

       

       

       

       

       

      
        
          
          

        

        
          F-20