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                     CITIFINANCIAL MORTGAGE SECURITIES INC.,

                                    Depositor

                         CITIFINANCIAL MORTGAGE COMPANY,

                                    Servicer

                                       And

                            THE CHASE MANHATTAN BANK,

                                     Trustee

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

                        POOLING AND SERVICING AGREEMENT



                          Dated as of ________ 1, 2000

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

                        REMIC PASS-THROUGH CERTIFICATES,
                                SERIES 2000-____


<PAGE>


                                  ARTICLE I-XI
                           INCORPORATION BY REFERENCE

                                   ARTICLE XII
                     TERMS FOR SERIES 2000-____ CERTIFICATES
 Section 12.01. General Terms for Certificates................................3
 Section 12.02. Additional Terms and Definitions..............................9
 Section 12.03. Wire Transfer Eligibility....................................18
 Section 12.04. REMIC-Related Covenants......................................18
 Section 12.05. Expenses and Liabilities of the Trust Fund...................20
 Section 12.06. Tax Matters Person...........................................20
[Section 12.07. The Insurance Policy.........................................20]
[Section 12.08. Replacement of the Insurance Policy..........................23]

                                  ARTICLE XIII
                 SUBORDINATION; PRIORITIES; ALLOCATION OF LOSSES
 Section 13.01. Subordination; Priority of Distributions.....................24
 Section 13.02. Allocation of Realized Losses; Recoveries....................26
[Section 13.03. Class L Regular Interests Allocations and Distributions......27]
 Section 13.04. Distributions on the Residual Certificates...................28

                                  [ARTICLE XIV]
                             [ADDITIONAL PROVISIONS]
[Section 14.01.  Additional Representations and Warranties
                 -----------------------------------------
[Section 14.02.  Additional Servicing Events of Default
                 --------------------------------------
[Section 14.03.  Additional Conditions on Subsequent Transfer Dates
                 --------------------------------------------------
[Section 14.04.  Additional Certificate Information
                 ----------------------------------
[Section 14.05.  Additional Pool Information
                 ---------------------------

                                    EXHIBITS
 EXHIBIT A-1           Form of Class A-_, A-_, A-_, A-_ and A-__
                           Certificates...................................A-1-1
 EXHIBIT A-2           Form of Class A-__ Certificates....................A-2-1
 EXHIBIT A-3           Form of Class A-__ and A-__ Certificates...........A-3-1
 EXHIBIT A-4           Form of Class M-1 and M-__ Certificates............A-4-1
 EXHIBIT A-5           Form of Class B-1 and B-__ Certificates............A-5-1
[EXHIBIT A-6           Form of Class CE Certificates......................A-6-1]
[EXHIBIT A-7           Form of Class P Certificates.......................A-7-1]
 EXHIBIT A-8           Form of Residual Class LR Certificates.............A-8-1
[EXHIBIT A-9           Form of Residual Class R Certificates..............A-9-1]
 EXHIBIT B             Schedule of Mortgage Loans - Deemed Incorporated.....B-1
 EXHIBIT C             Form of Purchaser Letter.............................C-1
 EXHIBIT D             Form of ERISA Letter.................................D-1
[EXHIBIT E             Targeted Balances....................................E-1]
[EXHIBIT F             Planned Balances.....................................F-1]
[EXHIBIT G             Insurance Policy.....................................G-1]
[EXHIBIT H             Prepayment Charge Schedule...........................H-1]


                                       i


<PAGE>


      THIS POOLING AND SERVICING AGREEMENT ("this Pooling Agreement" or "this
Agreement"), dated as of ________ 1, 2000, among CITIFINANCIAL MORTGAGE
SECURITIES INC., a Delaware corporation ("CFMSI"), CITIFINANCIAL MORTGAGE
COMPANY, a Delaware corporation (the "Servicer"), and THE CHASE MANHATTAN BANK,
a New York banking corporation, as trustee (the "Trustee").

                                WITNESSETH THAT:

      In the regular course of their business, certain affiliates of CFMSI
originate and acquire Mortgage Loans. CFMSI, the Servicer and the Trustee wish
to set forth the terms and conditions pursuant to which CFMSI will sell to the
Trust Fund the Mortgage Loans listed in Exhibit B hereto. Certificates will be
issued to Holders evidencing ownership interests in such Trust Fund and the
Servicer will manage and service such Mortgage Loans. In consideration of the
mutual agreements herein contained, CFMSI, the Servicer and the Trustee agree as
follows:


                                  ARTICLES I-XI

                           INCORPORATION BY REFERENCE

      Those certain Standard Terms for Pooling and Servicing Agreements dated as
of ________ 1, 2000 (the "Standard Terms"), a copy of which is attached hereto,
as amended, superseded and supplemented hereby, are incorporated by reference
herein as if set forth in full. Such Standard Terms, as so amended, superseded
and supplemented, are hereby affirmed by, and shall constitute a part of this
Agreement between, the parties hereto. For purposes of this Pooling Agreement
and the Certificates executed and delivered hereunder, the terms "this
Agreement," "herein," "hereof" and words of similar import shall refer to this
Pooling Agreement including the Standard Terms as incorporated herein with such
modifications or amendments with respect to the related series of Certificates
as may be set forth in this Pooling Agreement.


                                   ARTICLE XII

                     TERMS FOR SERIES 2000-____ CERTIFICATES

      On ________, 2000, there shall be established pursuant to the terms of,
and authenticated under, this Pooling Agreement a series of certificates known
and designated as "CitiFinancial Mortgage Securities Inc. REMIC Pass-Through
Certificates, Series 2000-____". [An] Election[s] will be made pursuant to this
Agreement to treat the Trust as [a] [____ separate] REMIC[s] for federal income
tax purposes. The Certificates shall consist of (i) one Class consisting of
__________ Subclasses of Certificates (each a "Class A Subclass") designated as
"CitiFinancial Mortgage Securities Inc. REMIC Pass-Through Certificates, Series
2000-____, Senior Class A-1 Certificates" (the "Class A-1 Certificates"),
"CitiFinancial Mortgage Securities Inc. REMIC Pass-Through Certificates, Series
2000-__, Senior


                                       1


<PAGE>


Class A-2 Certificates" (the "Class A-2 Certificates"), "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-3 Certificates" (the "Class A-3 Certificates"), "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-4 Certificates" (the "Class A-4 Certificates"), "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-5 Certificates" (the "Class A-5 Certificates"), "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-6 Certificates" (the "Class A-6 Certificates"), "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-7 Certificates" (the "Class A-7 Certificates") "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-8 Certificates" (the "Class A-8 Certificates"), "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-9 Certificates" (the "Class A-9 Certificates"), "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-10 Certificates" (the "Class A-10 Certificates"), "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-11 Certificates" (the "Class A-11 Certificates"), "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-12 Certificates" (the "Class A-12 Certificates"), "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Senior Class
A-13 Certificates" (the "Class A-13 Certificates") (collectively, the "Class A
Certificates"); (ii) one Class consisting of [two] Subclasses (each a "Class M
Subclass") of Certificates designated as "CitiFinancial Mortgage Securities
Inc., REMIC Pass-Through Certificates, Series 2000-____, Mezzanine Class M-1
Certificates" (the "Class M-1 Certificates") and "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-__, Mezzanine Class
M-2 Certificates" (the "Class M-2 Certificates") (collectively, the "Class M
Certificates"); (iii) one Class consisting of [five] Subclasses of Certificates
(each a "Class B Subclass") designated as "CitiFinancial Mortgage Securities
Inc. REMIC Pass-Through Certificates, Series 2000-____, Subordinated Class B-1
Certificates" (the "Class B-1 Certificates"), "CitiFinancial Mortgage Securities
Inc. REMIC Pass-Through Certificates, Series 2000-____, Subordinated Class B-2
Certificates" (the "Class B-2 Certificates") (collectively, the "Class B
Certificates"); (iv) one Class of Certificates designated as "CitiFinancial
Mortgage Securities Inc. REMIC Pass-Through Certificates, Series 2000-____,
Subordinated Class CE Certificates" (the "Class CE Certificates"); (v) one Class
of Certificates designated as "CitiFinancial Mortgage Securities Inc. REMIC
Pass-Through Certificates, Series 2000-____, Class P Certificates" (the "Class P
Certificates");[(vi) two classes of uncertificated interests designated as
"CitiFinancial Mortgage Securities Inc. REMIC Pass-Through Certificates, Series
2000-____, Class L-1 Regular Interest" (the "Class L-1 Regular Interest") and
"CitiFinancial Mortgage Securities Inc. REMIC Pass-Through Certificates, Series
2000-____, Class L-2 Regular Interest" (the "Class L-2 Regular Interest");] and
(vii) [one] [___] class[es] of residual interests designated as ["CitiFinancial
Mortgage Securities Inc. REMIC Pass-Through Certificates, Series 2000-____,
Class R Certificate" (the "Class R Certificate") and] "CitiFinancial Mortgage
Securities Inc. REMIC Pass-Through Certificates, Series 2000-____, Class LR
Certificate" (the "Class LR Certificate," [and together with the Class R
Certificate,] [or] the "Residual Certificate[s]", and together with the Class A,
Class M, Class B [, Class CE and Class P] Certificates, the "Certificates").

      The Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class
A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__,
Class A-__, Class A-__, Class A-__, Class A-__, Class M-1, Class M-2, Class B-1,
Class B-2, [Class CE Class P] Certificates, [the Class L-1 Regular Interest and
the Class L-2 Regular Interest] are hereby designated as "regular interests"


                                       2


<PAGE>


in the [Lower-Tier] REMIC [and the Class A-__, Class A-__, Class A-__, Class
A-__, Class A-__ and Class A-__ Certificates are hereby designated as "regular
interests" in the Upper-Tier REMIC] within the meaning of Code Section
860G(a)(1). The Class LR Certificate is hereby designated as the "residual
interest" in the [Lower-Tier] REMIC [and the Class R Certificate is hereby
designated as the "residual interest" in the Upper-Tier REMIC] within the
meaning of Code Section 860G(a)(2). The Certificates, [the Class L-1 Regular
Interest, the Class L-2 Regular Interest] and the Residual Certificate[s] shall
have the terms provided for in this Agreement.

      [The Trustee acknowledges that it is holding the Class L Regular Interests
as assets of the Upper-Tier REMIC.]

      Section 12.01. General Terms for Certificates.

      (a) The Class A Certificates, the Class M Certificates, the Class B
Certificates, [the Class CE Certificates, the Class P Certificates] [the Class
L-1 Regular Interest and the Class L-2 Regular Interest] shall have the
following respective Initial Principal Balances, initial Notional Amounts,
Certificate Rates and Last Scheduled Distribution Dates:

<TABLE>
<CAPTION>
                            Initial Principal     Certificate       Last Scheduled
                                 Balance              Rate       Distribution Date (1)
                                 -------              ----       ---------------------
 <S>                          <C>                      <C>            <C>
 Class A-1 Certificates       $      ,000.00            %             ____, 20__
 Class A-2 Certificates       $      ,000.00            %             ____, 20__
 Class A-3 Certificates       $      ,000.00            %             ____, 20__
 Class A-4 Certificates                  (2)            %             ____, 20__
 Class A-5 Certificates       $      ,000.00            %             ____, 20__
 Class A-6 Certificates       $      ,000.00            %             ____, 20__
 Class A-7 Certificates       $      ,000.00            %             ____, 20__
 Class A-8 Certificates       $      ,000.00            %             ____, 20__
 Class A-9 Certificates       $      ,000.00            %             ____, 20__
 Class A-10 Certificates      $      ,000.00            %             ____, 20__
 Class A-11 Certificates      $      ,000.00          (3)             ____, 20__
 Class A-12 Certificates      $      ,000.00            %             ____, 20__
 Class A-13 Certificates      $      ,000.00            %             ____, 20__
 Class A-14 Certificates                 (4)            %             ____, 20__
 Class M-1 Certificates       $      ,000.00            %             ____, 20__
 Class M-2 Certificates       $      ,000.00            %             ____, 20__
 Class B-1 Certificates       $      ,000.00            %             ____, 20__
</TABLE>


                                       3


<PAGE>


<TABLE>
<S>                           <C>                     <C>            <C>
 Class B-2 Certificates       $      ,000.00            %             ____, 20__
[Class CE Certificates        $      ,000.00            %             ____, 20__]
[Class P Certificates         $       100.00          (5)             ____, 20__]
[Class L-1 Regular Interest   $      ,000.00            %             ____, 20__]
[Class L-2 Regular Interest   $      ,000.00            %             ____, 20__]

<FN>
(1)   The last scheduled distribution date is the "latest possible maturity
      date" of the related Subclass or Class for purposes of Section 860G(a)(1)
      of the Code and Treasury Regulations Section 1.860G-1(a)(4)(iii).

(2)   The Class A-[4] Certificates have no Principal Balance. The Class A-[4]
      Notional Amount on any Distribution Date will be equal to the sum of (i)
      ____% of the Principal Balance of the Class A-__ Certificates, (ii) ____%
      of the Principal Balance of the Class A-__ Certificates and (iii) ____% of
      the Principal Balance of the Class A-__ Certificates as of such date. The
      Class A-[4] Notional Amount will initially be $_____.

(3)   The Class A-[11] Certificates are principal-only regular interests and do
      not bear interest.

(4)   The Class A-[14] Certificates have no Principal Balance. The Class A-[14]
      Notional Amount on any Distribution Date will be equal to the Principal
      Balance of the Class A-__ Certificates as of such date.

(5)   The Class P Certificates do not bear interest.
</FN>
</TABLE>


      The Residual Certificates will not be issued with Initial Principal
Balances or Certificate Rates, but will be entitled to distributions to the
extent set forth herein.

      (b) For each Distribution Date, each of the Class A Certificates (other
than the Class A-__ and Class A-__ Certificates), Class M Certificates and Class
B Certificates [, the Class CE Certificates] [and the Class L Regular Interests]
will accrue interest on their respective Principal Balances (and, in the case of
the Class A-__ Certificates and Class A-__ Certificates, on the Class A-__
Notional Amount and Class A-__ Notional Amount, respectively) at the applicable
Certificate Rate for such Subclass, Class or [Class L Regular Interest] set
forth in Section 12.01(a) during the related Interest Accrual Period. Interest
accrued on the Certificates [and the Class L Regular Interests] during any
Interest Accrual Period will be calculated on the assumption that any
distributions in reduction of Principal Balance (or, with respect to the Class
A-__ Certificates and Class A-__ Certificates, any reduction in the Class A-__
Notional Amount and Class A-__ Notional Amount, respectively) on all
Certificates [and the Class L Regular Interests] were made, and any allocations
of any losses were made, on the day immediately following the last day of the
preceding Interest Accrual Period, and not on the following Distribution Date
when actually made or allocated. Each Class A Subclass Interest Amount, each
Class M Subclass Interest Amount and each Class B


                                       4


<PAGE>


Subclass Interest Amount [and the Class CE Interest Amount] relating to an
Interest Accrual Period shall be distributable on the following Distribution
Date. Each Subclass and Class of Certificates (other than the Class A-__ and
Class A-__ Certificates) [and Class L Regular Interest] shall accrue interest
from the applicable Accrual Date for such Subclass and Class of Certificates
[and Class L Regular Interest].

      On each Distribution Date, each Class A Subclass Interest Amount, each
Class M Subclass Interest Amount and each Class B Subclass Interest Amount [and
the Class CE Interest Amount] for such Subclass for such Distribution Date shall
be distributable to such Subclass or Class of Certificates. In the event that on
a particular Distribution Date, the Pool Distribution Amount is insufficient to
pay any of the Class A Subclass Interest Amounts, any of the Class M Subclass
Interest Amounts or any of the Class B Subclass Interest Amounts [or the Class
CE Interest Amount], the aggregate amount of the shortfall will be carried
forward and added pro rata to the amount distributable to holders of the
applicable Subclass of Class A, Class M or Class B Certificates [or the Class CE
Certificates], as applicable, until distribution thereof is made as provided
herein.

      [On each applicable Distribution Date, subject to the provisions of
Section 12.07, a payment in an amount equal to the portion of the Insured
Payment on such Distribution Date, if any, attributable to a payment of interest
shortfalls or losses will be made by the Insurer as provided in Section 12.07 to
the Trustee for the benefit of the Holders of the Insured Certificates. Any such
payments will be applied as payments to the Holders of the Insured Certificates
in accordance with such Section 12.07 and shall not be available for
distribution to any other Class or Subclass. On each applicable Distribution
Date, subject to the provisions of Sections 12.07, a payment in an amount equal
to the Non-Supported Interest Shortfall allocated to the Insured Certificates
will be made from the Reserve Fund before any payment is made therefor by the
Insurer.]

      [On each Distribution Date, interest on the Class L Regular Interests
shall be distributable as provided in Section 13.03.]

      (c) [reserved]

      (d) Except as provided below and subject to the provisions of Section
13.01, on each Distribution Date prior to the Subordination Depletion Date, the
Class A Principal Distribution Amount will be allocated among and distributed in
reduction of the Principal Balance of the Subclasses of the Class A Certificates
in the following order of priority:

      I.    The Class A Principal Distribution Amount for such Distribution Date
            will be allocated sequentially as follows:

            A.    to the Class A-__ Certificates, the Class A-__ Priority Amount
                  for such Distribution Date;

            B.    ____% of the Class A Principal Distribution Amount remaining
                  after application according to clause A above, sequentially as
                  follows:


                                       5


<PAGE>


                  1.    sequentially as follows:

                  first, concurrently, until the Principal Balance of the Class
                        A-__ Certificates has been reduced to its Planned
                        Balance, (i) ____% to the Class A-__ Certificates up to
                        the amount necessary to reduce the Principal Balance
                        thereof to its Planned Balance and (ii) ____% to the
                        Class A-__ Certificates up to the amount necessary to
                        reduce the Principal Balance thereof to its Planned
                        Balance;

                  second, to the Class A-__ Certificates up to the amount
                        necessary to reduce the Principal Balance thereof to its
                        Planned Balance; and

                  third, to the Class A-__ Certificates up to the amount
                        necessary to reduce the Principal Balance thereof to its
                        Planned Balance;

                  2.    the remaining Class A Principal Distribution Amount
                        available under this clause B, after application
                        according to clause B.1 above, concurrently as follows:

                        a.    ____% as follows:

                        sequentially, (i) concurrently, ____% to the Class A-__
                        Certificates and ____% sequentially to the Class A-__
                        Certificates and the Class A-__ Certificates, in each
                        case up to the amount necessary to reduce the Principal
                        Balance thereof to its Targeted Balance, (ii) to the
                        Class A-__ Certificates up to the amount necessary to
                        reduce the Principal Balance thereof to zero, (iii)
                        concurrently, ____% to the Class A-__ Certificates and
                        ____% sequentially to the Class A-__ Certificates and
                        the Class A-__ Certificates, in each case up to the
                        amount necessary to reduce the Principal Balance thereof
                        to its Targeted Balance, (iv) to the Class A-__
                        Certificates up to the amount necessary to reduce the
                        Principal Balance thereof to zero, (v) concurrently,
                        ____% to the Class A-__ Certificates and ____%
                        sequentially to the Class A-__ Certificates and the
                        Class A-__ Certificates, in each case up to the amount
                        necessary to reduce the Principal Balance thereof to
                        zero and (vi) to the Class A-__ Certificates up to the
                        amount necessary to reduce the Principal Balance thereof
                        to zero; and

                        b.    ____% to the Class A-__ Certificates up to the
                              amount necessary to reduce the Principal Balance
                              thereof to zero;

                  3.    the remaining Class A Principal Distribution Amount
                        available under this clause B, after application
                        according to clauses B.1 and B.2 above, sequentially as
                        follows:

                  first, concurrently until the Principal Balance of the Class
                        A-__


                                       6


<PAGE>


                  Certificates is reduced to zero (i) ____% to the Class A-__
                  Certificates up to the amount necessary to reduce the
                  Principal Balance thereof to zero and (ii) ____% to the Class
                  A-__ Certificates up to the amount necessary to reduce the
                  Principal Balance thereof to zero;

                  second, to the Class A-__ Certificates up to the amount
                        necessary to reduce the Principal Balance thereof to
                        zero; and

                  third, to the Class A-__ Certificates up to the amount
                        necessary to reduce the Principal Balance thereof to
                        zero;

            C.    ____% of the Class A Principal Distribution Amount remaining
                  after application according to clause A above, as follows:

                  1.    ____% sequentially as follows:

                  first, concurrently, until the Principal Balance of the Class
                        A-__ Certificates is reduced to its Targeted Balance,
                        (i) ____% sequentially to the Class A-__ Certificates
                        and the Class A-__ Certificates, in each case up to the
                        amount necessary to reduce the Principal Balance thereof
                        to its Targeted Balance and (ii) ____% to the Class A-__
                        Certificates up to the amount necessary to reduce the
                        Principal Balance thereof to its Targeted Balance;

                  second, sequentially to the Class A-__ Certificates and the
                        Class A-__ Certificates in each case up to the amount
                        necessary to reduce the Principal Balance thereof to its
                        Targeted Balance;

                  third, to the Class A-__ Certificates up to the amount
                        necessary to reduce the Principal Balance thereof to
                        zero;

                  fourth, concurrently, until the Principal Balance of the Class
                        A-__ Certificates is reduced to zero, (i) ____%
                        sequentially to the Class A-__ Certificates and the
                        Class A-__ Certificates, in each case up to the amount
                        necessary to reduce the Principal Balance thereof to
                        zero and (ii) ____% to the Class A-__ Certificates up to
                        the amount necessary to reduce the Principal Balance
                        thereof to zero; and

                  fifth, sequentially to the Class A-__ Certificates and the
                        Class A-__ Certificates up to the amount necessary to
                        reduce the Principal Balances thereof to zero;

                  2.    ____%, sequentially as follows:


                                       7


<PAGE>


                  first, beginning in ________ 200_, $25,000 to the Insured
                        Certificates up to the amount necessary to reduce the
                        Principal Balance thereof to zero;

                  second, to the Class A-__ Certificates up to the amount
                        necessary to reduce the Principal Balance thereof to
                        zero;

                  third, to the Class A-__ Certificates up to the amount
                        necessary to reduce the Principal Balance thereof by
                        $___,000;

                  fourth, concurrently, __% to the Class A-__ Certificates and
                        __% to the Class A-__ Certificates until the Principal
                        Balance of the Class A-__ Certificates is reduced to
                        zero;

                  fifth, to the Insured Certificates up to the amount necessary
                        to reduce the Principal Balance thereof to zero; and

                  sixth, to the Class A-__ and the Class A-__ Certificates pro
                        rata, in each case up to the amount necessary to reduce
                        the Principal Balance thereof to zero.

            D.    to the Class A-__ Certificates [NAS class] until the Principal
                  Balance thereof has been reduced to zero.

      [On each Distribution Date, subject to the provisions of Section 12.07, a
payment in an amount equal to the portion of the Insured Payment on such
Distribution Date, if any, attributable to a payment for principal losses will
be made by the Insurer as provided in Section 12.07 to the Trustee for the
benefit of the holders of the Insured Certificates. Any such payments will be
applied as payments to the Holders of the Insured Certificates together with the
other payments under Section 13.01(c) and shall not be available for
distribution to any other Class or Subclass.]

      (e) On each Distribution Date on or after the Subordination Depletion
Date, notwithstanding the priorities set forth in Section 12.01(d), funds
available for distribution in reduction of Principal Balance of the Class A
Certificates will be distributed pro rata to the Class A Subclasses (other than
the Class A-__ Certificates), based on outstanding Principal Balances. On each
Distribution Date, distributions in reduction of the Principal Balance made to
each Class A Subclass will be distributed pro rata among the holders of
Certificates of such Class A Subclass.

      [On each Distribution Date, subject to the provisions of Sections 13.01
and 13.03, a distribution in reduction of the Principal Balance of the Class L-1
Regular Interest will be made in an amount equal to the distribution in
reduction of the Principal Balances of the Class A-__, Class A-__ and Class A-__
Certificates and a distribution in reduction of the Principal Balance of the
Class L-2 Regular Interest will be made in an amount equal to the distribution
in reduction of Principal Balance of the Class A-__ Certificates.]


                                       8


<PAGE>


      On each Distribution Date, subject to the provisions of Section 13.01,
distributions in reduction of Principal Balance of the Subclasses of Class M
Certificates and the Subclasses of Class B Certificates [and the Class CE and
Class P Certificates] will be made in an aggregate amount equal to the Class M
Principal Distribution Amount and the Class B Principal Distribution Amount,
[the Class CE Principal Distribution Amount and the Class P Principal
Distribution Amount], respectively, in accordance with the priorities set forth
in Section 13.01(c).

      Other distributions shall be made in respect of the Certificates [and in
respect of the Class L Regular Interests] as provided in Sections 13.01 and
13.03.

      Section 12.02. Additional Terms and Definitions. The Certificates [and the
Class L Regular Interests] shall have and be subject to the following additional
specific terms:

      Accrual Date. For each Class or Subclass of [interest bearing][Fixed Rate]
Certificates, the Cut-Off Date[; for each Class or Subclass of Floating Rate
Certificates, the Issue Date].

      Authenticating Agent. As of the date hereof, the Trustee has not appointed
an Authenticating Agent. However, the Trustee may at any time appoint an
Authenticating Agent pursuant to Section 8.12. Any such Authenticating Agent may
be removed, and any other Authenticating Agent appointed, as permitted by
Section 8.12.

      Book-Entry Certificates. All Subclasses of Class A Certificates (other
than the Class A-__ and Class A-__ Certificates), the Class M Certificates and
the Class B-__ and Class B-__ Certificates are Book-Entry Certificates.

      Capitalized Interest Account. [Not applicable][The Issuer shall establish
the Capitalized Interest Account pursuant to Section ____. The Capitalized
Interest Account shall not be an asset of any Constituent REMIC.]

      [Capitalized Interest Rate. For a Distribution Date, a per annum rate
equal to the sum of (x) the Weighted Average Rate and (y) the aggregate amount
of interest accrued on the [interest only Class A Subclasses], expressed as a
per annum rate on the Certificate Balance.]

      Cash Deposited into P&I Account. [No cash][$______] will be deposited into
the P&I Account on the Issue Date.

      Certificate Rate. The Certificate Rates for the Certificates [and the
Class L Regular Interests] are as set forth in Section 12.01(a).

      Certificate Registrar. The Chase Manhattan Bank, having its principal
offices located at 450 West 33rd Street, New York, NY 10001, Attention:
Fiduciary Services, is hereby appointed as the Certificate Registrar for all of
the Certificates pursuant to Section 6.05. The Chase Manhattan Bank hereby
accepts its appointment as Certificate Registrar.


                                       9


<PAGE>


      Class A Optimal Principal Distribution Amount. For (i) for any
Distribution Date prior to the Stepdown Date or on which a Trigger Event is in
effect, [100%] of the Principal Distribution Amount and (ii) for any other
Distribution Date, an amount equal to the excess of
      (a)   the Class A Principal Balance immediately prior to such Distribution
            Date over
      (b)   the lesser of (x) ___% of the Pool Balance and (y) the Pool Balance
            minus $______.

      Class A Percentage. As to any Distribution Date, the percentage calculated
by dividing the Class A Principal Balance by the Pool Balance, both as of the
immediately preceding Distribution Date (after taking into account distributions
in reduction of Principal Balance and allocation of any losses on such date).

      Class A Principal Distribution Amount. For any Distribution Date, the
lesser of (a) the Class A Optimal Principal Balance and (b) the Pool
Distribution Amount minus the sum of [the Insurance Premium,] the Trustee Fee,
any Trust Expenses, the Current Interest and any Class A Unpaid Interest
Shortfall.

      Class A Principal-Only Subclass. Each of the Class A-__ and Class A-__
Certificates.

      Class A Subclass Principal Distribution Amount. For each Distribution Date
and any Class A Subclass, the amount of principal distributed to such Class A
Subclass pursuant to Section 13.01(b) or 13.01(d), as applicable.

      Class A-[4] Notional Amount. The Class A-[4] Notional Amount on any date
will be equal to the sum of (i) ____% of the Principal Balance of the Class A-__
Certificates, (ii) ____% of the Principal Balance of the Class A-__ Certificates
and (iii) ____% of the Principal Balance of the Class A-__ Certificates as of
such date. The Class A-[4] Notional Amount will initially be $______.

      Class A-[14] Notional Amount. The Class A-[14] Notional Amount for any
date shall be equal to the Principal Balance of the Class A-__ Certificates as
of such date.

      Class A-__ Percentage. The lesser of (A) 100% and (B) the sum of (a) the
Principal Balance of the Class A-__ Certificates and (b) $______, divided by the
Class A Principal Balance.

      Class A-__ Priority Amount. For any Distribution Date means the lesser of
(A) the Principal Balance of the Class A-__ Certificates and (B) the sum of (1)
the product of (a) the Class A-__ Percentage, (b) the Class A-__ Shift
Percentage and (c) the Class A Principal Distribution Amount.

      Class A-__ Shift Percentage. For any Distribution Date will be the
percentage indicated below:

                                                             Class A-__
Distribution Date Occurring In                            Shift Percentage

______ 2000 through ______ 2003...............................    0%
______ 2003 through ______ 2004...............................   __%
______ 2004 through ______ 2005...............................   __%
______ 2005 through ______ 2006...............................   __%


                                       10


<PAGE>


______ 2006 through ______ 2007...............................   __%
______ 2007 and thereafter....................................   __%

      Class B Subclass Principal Distribution Amount. For any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not in effect, an
amount for a particular Class B Subclass equal to the excess of
      (a)   the sum of (x) the Class A Principal Balance, the Class M Principal
            Balance and the Class B Subclass Principal Balance of each Class B
            Subclass having a lower numerical designation (after giving effect
            to the payment on such Distribution Date of the Class A Principal
            Distribution Amount, each Class M Subclass Principal Distribution
            Amount and each Class B Subclass Principal Distribution Amount for
            each Class B Subclass having a lower numerical designation) and (y)
            the Class B Subclass Principal Balance of the Class B Subclass in
            question immediately prior to such Distribution Date over
      (b)   the lesser of (x) ___% of the Pool Balance as of the end of the
            related Collection Period and (y) the Pool Balance as of the end of
            the related Collection Period minus $______.
      For any other Distribution Date, zero.

      [Class CE Interest Amount.

      [Class CE Principal Distribution Amount.

      [Class L Regular Interests. The Class L-1 Regular Interest and Class L-2
Regular Interest, as defined in the preliminary statement to this Article XII.]
[None]

      Class M Subclass Principal Distribution Amount. For any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not in effect, an
amount for a particular Class M Subclass equal to the excess of
      (a)   the sum of (x) the Class A Principal Balance and Class M Subclass
            Principal Balance for each Class M Subclass having a lower numerical
            designation (after giving effect to the payment on such Distribution
            Date of the Class A Principal Distribution Amount and each Class M
            Subclass Principal Distribution Amount for a Class M Subclass having
            a lower numerical designation) and (y) the Class M Subclass
            Principal Balance of the Class M Subclass in question immediately
            prior to such Distribution Date over
      (b)   the lesser of (x) ___% of the Pool Balance as of the end of the
            related Collection Period and (y) the Pool Balance as of the end of
            the related Collection Period minus $______.
      For any other Distribution Date, zero.

      [Class P Principal Distribution Amount.

      Constituent REMICs. The Trust Fund will contain [one] [two] segregated
asset pool[s] [designated as the Lower-Tier REMIC and the Upper-Tier REMIC].
[The Lower-Tier REMIC shall be the "applicable Constituent REMIC" for purposes
of Section 3.11.]

      Corporate Trust Office. The Corporate Trust Office is located at The Chase
Manhattan Bank, having its principal offices located at 450 West 33rd Street,
14th Floor, New York, NY 10001, Attention: Capital Markets Fiduciary
Services--CitiFinancial REMIC Pass-Through Certificates,


                                       11


<PAGE>


Series 2000-__, or such other address as shall be identified to CFMSI and all
Certificateholders by or on behalf of the Trustee in writing.

      [Covered Amount. For any Distribution Date, without duplication, (A) the
sum of (i) the Class A Subclass Interest Shortfall Amount for such Distribution
Date for the Insured Certificates, (ii) any Non-Supported Interest Shortfall for
such Distribution Date allocated to the Insured Certificates and not covered by
the Reserve Fund and (iii) the amount of the principal or interest portion of
any Realized Losses for such Distribution Date allocated to the Insured
Certificates and (B) for the Last Scheduled Distribution Date, the Principal
Balance of the Insured Certificates to the extent unpaid on the Last Scheduled
Distribution Date.]

      Cumulative Loss Test. The Cumulative Loss Test will be failed on a
Distribution Date if the Cumulative Loss Percentage equals or exceeds (1) with
respect to each Distribution Date from [month of first Distribution Date] 2003
through [month of Issue Date] 2004, inclusive, __%, (2) with respect to each
Distribution Date from _____ 2004 through _____ 2005, inclusive, __%, (3) with
respect to each Distribution Date from _____ 2005 through _____ 2006, inclusive,
__%, (4) with respect to each Distribution Date from _____ 2006 through _____
2007, inclusive, __%, and (5) with respect to each Distribution Date thereafter,
__%.

      Current Class A Enhancement Level. As of any Distribution Date, the
Current Class A Enhancement Level is the percentage obtained by dividing (a) the
sum of the Class M Principal Balance, the Class B Principal Balance and the
Overcollateralization Amount (after giving effect to any distributions in
reduction of Principal Balance and the allocation of any losses on such date) by
(b) the Pool Balance as of the last day of the related Collection Period.

      Cut-Off Date. The Cut-Off Date is ________ 1, 2000.

      Definitive Certificates. The Class A-__, Class A-__, [Class CE and Class
P] Certificates and the Residual Certificates will be issued in fully registered
certificated form.

      Delinquency Test. The Delinquency Test will be failed on a Distribution
Date if the Loan Balance of the 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), as a percentage of the
Loan Balance of all Mortgage Loans, is greater than the product of __% and the
Current Class A Enhancement Level.

      Denominations. The denominations of each Subclass of the Class A
Certificates (other than the Class A-__ and Class A-__ Certificates), Class M,
Class B-1 and Class B-2 Certificates are $1,000 Initial Principal Balance and
integral multiples of $1 in excess thereof, [of the Class CE Certificates are
$100,000 Initial Principal Balance and integral multiples of $1,000 in excess
thereof] (except that one Certificate of each Class or Subclass may be issued in
a different denomination) [and of the Class P Certificates are $20 and integral
multiples of $1 in excess thereof]. The denominations of the Class A-__ and
Class A-__ Certificates will be initial notional amounts of $1,000 and any whole
dollar notional amount in excess thereof. The denominations of the [Class R and
Class LR] [Residual] Certificates are 100% Percentage Interest.


                                       12


<PAGE>


      Depository. The initial Depository is ________.

      Designated Interest Accrual Date. For a particular Distribution Date, [in
the case of Fixed Rate Certificates, ]the last day of the calendar month
preceding such Distribution Date [and in the case of Floating Rate Certificates,
the preceding Distribution Date].

      Determination Date. The Determination Date for each Distribution Date is
the close of business on the __th day (or, if such day is not a Business Day,
the preceding Business Day) of the month in which the related Distribution Date
occurs.

      Distribution Date. Each Distribution Date shall be the __th day of each
month (or if such day is not a Business Day, the next succeeding Business Day),
commencing in _______ 2000.

      ERISA Restricted Certificates. The Class A-__, Class M, Class B [and Class
CE] Certificates.

      Expense Limit. $_______.

      [Fixed Rate Certificates. The Class A-__, Class A-__, Class M and Class B
Certificates.]

      [Floating Rate Certificates. The Class A-__ and Class A-__ Certificates.]

      Funding Period. [Not applicable][The period commencing on the Startup Day
and ending on the first to occur of (x) the occurrence of a Servicing Event of
Default, (y) the Distribution Date on which the Pre-Funded Amount is $____ or
less and (z) ________, 2000.]

      Initial Pool Balance. $____________.

      Initial Principal Balance. The Initial Principal Balance for each
Subclass of the Class A Certificates (or, in the case of the Class A-__ and
Class A-__ Certificates, their respective initial notional amounts), for each
Subclass of the Class M Certificates, for each Subclass of the Class B
Certificates, [for the Class CE and Class P Certificates] [and for the Class L
Regular Interests] is as set forth in Section 12.01(a).

      [Insurance Agreement. The Insurance Agreement dated as of ________ 1, 2000
among the Insurer, CFMSI and -------------------- the Trustee, as amended from
time to time.]

      [Insurance Policy. The certificate guaranty insurance policy issued by the
Insurer on the Issue Date for the benefit of the Holders of the Insured
Certificates, substantially in the form of Exhibit G.]

      [Insurance Premium. For any Distribution Date, the Insurance Premium is a
monthly fee equal to 0.0_% per annum of the Principal Balance of the Insured
Certificates as of the close of business on the Distribution Date in the month
preceding the month in which the related Distribution Date occurs (after giving
effect to all distributions in reduction of Principal Balance and allocation


                                       13


<PAGE>


of losses on such preceding Distribution Date) or, in the case of the first
Distribution Date, as of the close of business on the Startup Day, payable to
the Insurer as provided in this Agreement.]

      [Insured Certificates. The Class A-__ Certificates.]

      [Insured Payment. An Insured Payment is (i) as of any Distribution Date,
any Covered Amount and (ii) any Preference Amount.]

      [Insurer. The Insurer is ______ Insurance Corporation, a _____ stock
insurance company.] -------

      [Insurer Deliverables. Each notice, report, opinion or other written item
delivered pursuant to the following provisions shall also be delivered to each
Insurer, if any, at the times and in the manner set forth therein:
      (a)   the penultimate paragraph of Section 2.03 and
      (b)   Sections 4.07, 4.08(b) and (if requested by the Insurer) 4.08(a).]

      Interest Accrual Period. The Interest Accrual Period for any Distribution
Date is [(a) in the case of Fixed Rate Certificates,] the first day of the month
preceding the month of such Distribution Date (or, in the case of the first
Distribution Date, the Cut-Off Date) through the last day of the month preceding
the month of such Distribution Date [and (b) in the case of Floating Rate
Certificates, the period from the preceding Distribution Date (or, in the case
of the first Distribution Date, the Issue Date) to the day immediately preceding
the current Distribution Date].

      Investment Account. The P&I Account [, the Pre-Funding Account, the
Capitalized Interest Account and the Certificate Account] will [each] be an
Investment Account.

      Investor Rate. For the purposes of Section 9.01, the Investor Rate for
each Mortgage Loan will be applicable Net Note Rate therefor.

      Issue Date. The Issue Date is _____ __, 2000.

      Last Scheduled Distribution Date. The Last Scheduled Distribution Dates
for the Certificates [and the Class L-1 Regular Interest] are as set forth in
Section 12.01(a).

      Loan Group. The Mortgage Loans will be comprised of [one][___] Loan
Group(s), [designated as "Loan
Group I", "Loan Group II, "Loan Group __" and "Loan Group __".]

      [Lower-Tier Certificates. The Lower-Tier Certificates shall consist of the
Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class
A-__, Class A-__, Class A-__, Class M, Class B-1, Class B-2, the Class L-1
Regular Interest, the Class L-2 Regular Interest and the Class LR Certificate.]

      [Lower-Tier REMIC. The Lower-Tier REMIC is one of the two separate REMICs
comprising the Trust Fund, the assets of which consist of the Mortgage Loans,
such amounts as shall from time to time be held in the P&I Account, the
Certificate Account, the insurance policies, if any, relating to a Mortgage
Loan, and property which secured a Mortgage Loan and which has been


                                       14


<PAGE>


acquired by foreclosure or deed in lieu of foreclosure and all proceeds thereof
and the rights of the Trustee under the Reserve Fund and the Insurance Policy.
Neither the Reserve Fund nor the Policy Payments Account shall be assets of the
Lower-Tier REMIC.]

      Maximum Addition. [Not applicable][$_______.]

      Maximum Loss Percentage. ___%.

      Monthly Remittance Date. The __th day of each month (or, if such day is
not a Business Day, the preceding Business Day), commencing _______ __, 2000.

      Mortgage Document Custodian. The Servicer is designated by CFMSI as the
initial Mortgage Document Custodian.

      Mortgage Loans. The Mortgage Loans will consist of 5- to 30-year
fixed-rate [adjustable rate] conventional one- to four-family mortgage loans.

      Mortgage Note Custodian. Bank One Trust Company, N.A. is designated by
CFMSI as the initial Mortgage Note Custodian.

      Net Note Rate. For a Mortgage Loan, the related Mortgage Note Rate less
the Servicing Fee.

      Notices. The address of the Trustee to which notices should be sent is The
Chase Manhattan Bank, having its principal offices located at 450 West 33rd
Street, New York, NY 10001, Attention: Fiduciary Services, CFMSI 2000-____. The
address of CFMSI to which notices should be sent is CitiFinancial Mortgage
Securities Inc., 300 St. Paul Place, Baltimore, Maryland 21202, Attention:
________. The address of the Servicer to which notices should be sent is
CitiFinancial Mortgage Company, 5901 East Fowler Avenue, Tampa, Florida 33617,
Attention: ________. The address of S&P to which notices should be sent is 55
Water Street, New York, NY 10004. The address of Moody's to which notices should
be sent is Structured Finance Group, 99 Church Street, New York, New York 10007.
The address of Fitch to which notices should be sent is Residential Mortgage
Pass-Through Monitoring, Fitch Investors Service, L.P., One State Street Plaza,
32nd Floor, New York, New York 10004.

      [Original Capitalized Interest Amount. $__________.]

      [Original Pre-Funded Amount. $__________.]

      PAC Balance Amount. The PAC Balance Amount for each Class A Subclass of
the PAC Certificates for any Distribution Date is the amount, if any, required
to reduce the outstanding Principal Balance thereof (prior to giving effect to
distributions in reduction thereof to be made on such Distribution Date) to
their Planned Balance for such Distribution Date.

      PAC Certificates. The Class A-__, Class A-__ and Class A-__ Certificates
are planned amortization class certificates.


                                       15


<PAGE>


      Paying Agent. The Trustee shall act as the initial Paying Agent. However,
the Servicer may at any time appoint a Paying Agent reasonably acceptable to the
Trustee for all of the Certificates. Any such Paying Agent may be removed, and
any other Paying Agent reasonably acceptable to the Trustee appointed, by the
Servicer.

      Planned Balance. The Planned Balance for the PAC Certificates for any
Distribution Date is set forth in the table attached hereto as Exhibit F.

      [Policy Payments Account. The account established pursuant to Section
12.08(c).]

      [Pool Value.] _______________.

      [Preference Amount. Any amount previously distributed to a Holder on the
Insured Certificates that is recoverable and sought to be recovered as an
avoidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended from time to time in accordance with a
final nonappealable order of a court having competent jurisdiction.]

      Pre-Funding Account. [Not applicable][The Issuer will establish the
Pre-Funding Account pursuant to Section 4.02. The Pre-Funding Account will not
be an asset of any Constiuent REMIC.]

      [Prepayment Charge Schedule. The Prepayment Charge Schedule is attached
hereto as Exhibit H.]

      Private Certificates. The [Class CE and Class P Certificates and the]
Residual Certificates.

      Rating Agencies. The Rating Agencies [for the Class A Certificates] are
S&P, Moody's and Fitch, [and the Rating Agency for the Class M and Class B
Certificates is Fitch].

      Record Date. The Record Date for each Distribution Date will be [(a) in
the case of Fixed Rate Certificates,] the close of business on the last day of
the month preceding the month of the applicable Distribution Date [and (b) in
the case of Floating Rate Certificates, the close of business on the day
immediately preceding such Distribution Date].

      Required Class A Enhancement Level. For any date, _____%.

      [Reserve Fund. The non-interest bearing account established with the
Trustee and maintained by the Trustee for the benefit of the Insured
Certificateholders pursuant to Section 12.07(j). The Reserve Fund shall be an
Eligible Account.]

      [Reserve Withdrawal. For any Distribution Date, the lesser of (a) the
amount on deposit in the Reserve Fund and (b) the amount of Non-Supported
Interest Shortfalls allocated to the Insured Certificates.]

      Right to Repurchase. The right of CFMSI to repurchase all of the Mortgage
Loans pursuant to Section 9.01 shall be conditioned upon, among other things,
the Pool Balance being less than [$______][5.00% of the sum of (x) the Initial
Pool Balance and (y) the Additional Loan Balance]


                                       16


<PAGE>


at the time of any such repurchase[, and, unless otherwise agreed by the
Insurer, (a) the repurchase shall not result in a draw under the Insurance
Policy and (b) the purchase price paid by CFMSI in connection therewith must
include any unreimbursed advances and all reimbursement amounts then owed to the
Insurer].

      Section 3.19 Applicability. Section 3.19 of the Standard Terms is [not]
applicable to the Series 2000-__ Certificates.

      Servicing Fee. The Servicing Fee is a monthly fee equal to 0.__% per annum
of the Loan Balance of each Mortgage Loan as of the first day of the Collection
Period for the related Distribution Date, payable to the Servicer out of each
payment received by it on account of interest on such Mortgage Loan during such
Collection Period.

      Single Certificate. A Single Certificate evidences, in the case of a Class
A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__,
Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class M, Class B-1
or Class B-2 [or Class P] Certificate, $1.00 Initial Principal Balance, in the
case of a Class A-__ and Class A-__ Certificate, $1.00 initial notional amount,
[in the case of a Class CE Certificate, $1,000 Initial Principal Balance] and,
in the case of a Residual Certificate, 1% Percentage Interest.

      Startup Day. The Startup Day will be ______, 2000.

      Stepdown Date. The earlier to occur of (a) the later of (x) the
Distribution Date in _____ 20__ and (y) the first Distribution Date on which the
Current Class A Enhancement Level is greater than or equal to the Required Class
A Enhancement Level and (b) the Distribution Date on which the Class A Principal
Balance has been reduced to zero.

      Subordinated Certificates. The Class M, Class B [and Class CE]
Certificates.

      Subordinated Trigger Event. A Subordinated Trigger Event will be in effect
on a Distribution Date if both the Delinquency Test and the Cumulative Loss Test
are failed.

      TAC Balance Amount. For the Class A-__, Class A-__ or Class A-__
Certificates, the TAC Balance Amount for any Distribution Date will be equal to
the amount, if any, required to reduce the outstanding Principal Balance thereof
(prior to giving effect to distributions in reduction of the Principal Balance
thereof to be made on such Distribution Date) to the Targeted Balance set forth
in the table attached hereto as Exhibit E.

      TAC Certificates. The Class A-__, Class A-__, Class A-__, Class A-__,
Class A-__and Class A-__ Certificates are targeted amortization class
certificates.

      Targeted Balance. The Targeted Balance for the Class A-__, Class A-__and
Class A-__ Certificates for any Distribution Date is set forth in the table
attached hereto as Exhibit E.

      Targeted Level. On any Distribution Date (a) prior to the Stepdown Date,
$_______ and (b) otherwise, the greater of (x) ____% of the Pool Balance and (y)
$_________.


                                       17


<PAGE>


      Trigger Event. A Trigger Event will be in effect on a Distribution Date if
the percentage equivalent of (a) the aggregate Loan Balance of 60+ Day
Delinquent Loans divided by (b) the Pool Balance as of the last day of the
related Collection Period, is greater than [one-half] of the Current Class A
Enhancement Level.

      Trustee Fee. The Trustee Fee is a monthly fee equal to 0.__% per annum of
the Pool Balance as of the Determination Date for the related Distribution Date.

      Underwriters.

      [Upper-Tier Certificates. The Upper-Tier Certificates shall consist of the
Class A-__, Class A-__, Class A-__, Class A-__, Class A-__ and Class A-__
Certificates, the Class CE Certificates and the Class R Certificate.]

      [Upper-Tier REMIC. The Upper-Tier REMIC is one of the two separate REMICs
comprising the Trust Fund, the assets of which consist of the Class L Regular
Interests and such amounts as shall from time to time be held in the Upper-Tier
REMIC Account. Neither the Reserve Fund nor the Policy Payments Account shall be
assets of the Upper-Tier REMIC.]

      Voting Interest. As of any date, the Voting Interest of the Class A
Certificates shall equal the sum of (i) (100% minus the sum of the Voting
Interests of the Class A-__and Class A-__ Certificates) multiplied by a fraction
the numerator of which is the Class A Principal Distribution Amount and the
denominator of which is the sum of the Class A Principal Balance, the Class M
Principal Balance and the Class B Principal Balance and (ii) the Voting Interest
of the Class A-__ and Class A-__ Certificates. As of any date the Voting
Interest of the Class M Certificates will equal (a) 100% minus the Class A
Voting Interest multiplied by (b) a fraction the numerator of which is the Class
M Principal Balance and the denominator of which is the sum of the Class M
Principal Balance and the Class B Principal Balance. As of any date the Voting
Interest of the Class B Certificates will equal 100% less the sum of the Voting
Interest of the Class A and Class M Certificates. The Voting Interest of the
Class A Certificates (other than the Class A-__ and Class A-__ Certificates) and
the Class B Certificates will be allocated among the Subclasses of the Class A
or Class B Certificates, as the case may be, pro rata based on each such
Subclass' Principal Balance. The Voting Interest of the Class A-__ and Class
A-__ Certificates shall be 1% for each such Class A Subclass.

      Section 12.03. Wire Transfer Eligibility.

      The minimum number of Single Certificates eligible for wire transfer on
each Distribution Date, in the case of Certificates, is 1,000,000 (representing
a $1,000,000 Initial Principal Balance or initial notional amount) and, in the
case of the Residual Certificates, a 100% Percentage Interest.

      Section 12.04. REMIC-Related Provisions.

      (a) [An election][Elections] shall be made to treat the Trust Fund formed
hereunder as, and the affairs of the Trust Fund shall be conducted so as to
qualify it as, [a REMIC][two separate


                                       18


<PAGE>


REMICs (the "Lower-Tier REMIC" and the "Upper-Tier REMIC", respectively)] for
federal income tax purposes. [CFMSI and the Trustee agree to assure continuing
treatment of the Trust Fund as segregated asset pools, and the treatment of each
such segregated asset pool as a REMIC and to avoid the imposition of a tax on
the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC, and to carry out
the covenants set forth in this Article XII and the elections and reporting
required in Section 8.11 on behalf of each of the Lower-Tier REMIC and
Upper-Tier REMIC, including making the appropriate elections to treat the Trust
Fund as two separate REMICs and maintaining two segregated accounts (the
"Certificate Account" and the "Upper-Tier REMIC Account", respectively). The
Trustee acknowledges that it holds the Class L Regular Interests as assets of
the Upper-Tier REMIC.]

      [(b) CFMSI, on behalf of the Trustee, shall deposit in the P&I Account in
accordance with Section 3.06 all Monthly Payments received by it, all other
deposits required to be made to the P&I Account and all investments made with
moneys on deposit in the P&I Account, including all income or gain from such
investments, if any. If the Certificate Account is an Investment Account, then
funds on deposit in the Certificate Account shall be held and invested in
accordance with the applicable provisions of Section 4.03. Distributions from
the Certificate Account shall be made in accordance with the provisions of
Articles XII and XIII to make payments in respect of the Lower-Tier Certificates
and to pay the Servicing Fee in accordance with Section 3.13 and to pay the
Insurer in accordance with Article XIII.]

      [Notwithstanding anything herein to the contrary, Upper-Tier Certificates
shall not receive distributions directly from the Certificate Account. On each
Distribution Date, CFMSI shall direct the Trustee to withdraw from the
Certificate Account and deposit in the Upper-Tier REMIC Account all
distributions to be made on such Distribution Date in respect of interest on and
in reduction of Principal Balances of the Class L Regular Interests. The Trustee
shall cause to be distributed from the Upper-Tier REMIC Account, to the extent
funds are on deposit therefor, all amounts required to be distributed with
respect to the Upper-Tier Certificates as specified in Articles XII and XIII.]

      [If any part of the Upper-Tier REMIC Account is designated in Article XII
as an Investment Account, the provisions in Section 4.03 hereof applicable to
the investment of funds shall apply to the Upper-Tier REMIC Account.]

      The Trustee shall maintain books with respect to [each Constituent] [the]
REMIC on a calendar year taxable year and on the accrual method of accounting.

      [(b)][(c)]The Trustee shall not create, or permit the creation of, any
"interests" in [either Constituent] [the] REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Certificates[,
and (with respect to the Lower-Tier REMIC) the Class L Regular Interests].

      [(c)][(d)]Except as otherwise provided in the Code, CFMSI shall not grant,
and the Trustee shall not accept, property unless (i) substantially all of the
property held by [each Constituent]

                                       19


<PAGE>


[such] REMIC constitutes either "qualified mortgages" or "permitted investments"
as defined in Code Sections 860G(a)(3) and (5), respectively, and (ii) no
property shall be granted to [either Constituent] [the] REMIC after the Startup
Day, unless such grant would not subject the REMIC to the 100% tax on
contributions to a REMIC after the Startup Day imposed by Code Section 860G(d).

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

      [(e)][(f)]The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans, or of an Eligible Investment held in an
Investment Account [or Upper-Tier REMIC Account] (other than in accordance with
Sections 2.02, 2.03, 2.04 and 4.03(d)) unless such sale is pursuant to a
"qualified liquidation" as defined in Code Section 860F(a)(4)(A) and is in
accordance with Section 9.01.

      Section 12.05. Expenses and Liabilities of the Trust Fund.

      Except for amounts reimbursable under clauses first and eleventh of
Section 13.01(b), the Depositor shall be liable for all expenses, liabilities
and obligations of the Trust Fund (other than the obligation to make
distributions in reduction of Principal Balance of the Certificates [and the
Class L Regular Interests] and the obligation to make distributions of interest
on the Certificates) including those indemnification obligations set forth in
Section 8.05. 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 shall prevent the
Depositor from contesting any such tax, if permitted by law, pending the outcome
of such proceedings. If the Trustee determines that on any Distribution Date the
amount in the P&I Account, after the distribution of all amounts required to be
distributed to the Holders of the Certificates has been made, is insufficient to
pay expenses or meet any obligation of the Trust Fund, the Trustee shall give
notice of any shortfall to the Depositor setting forth the basis for such
expenses. Unless the Trustee or the Trust Fund is entitled to reimbursement
pursuant to Section 13.01(b) as aforesaid, within ten Business Days of such
notice, the Depositor shall deliver to the Trustee immediately available funds
in the amount of such expenses.

      Section 12.06. Tax Matters Person.

      Each Holder of the Class LR [or Class R] Certificate hereby designates
[_______][the Trustee] as tax matters person with respect to the [related]
REMIC, as agent for the Holder[s] of the Class LR [or Class R] Certificate under
applicable Treasury Regulations, including Treasury Regulations ss. 1.860F-4(d)
and temporary Treasury Regulations ss. 301.6231(a)(7)-1T, which tax matters
person shall have the same duties with respect to the [Lower-Tier] REMIC [or
Upper-Tier REMIC, respectively,] as those of a "tax matters partner" under
Subchapter C of Chapter 63 of Subtitle F of the Code,

      [Section 12.07. The Insurance Policy.

      (a) If, on the third Business Day before any Distribution Date, the
Trustee determines that the amount on deposit in the Certificate Account
distributable to Holders of the Insured Certificates pursuant to Sections
13.01(b) and (c), together with any amounts that may be


                                       20


<PAGE>


distributable to the Holders of the Insured Certificates from the Reserve Fund
on such Distribution Date, will be insufficient to pay the Covered Amount on
such Distribution Date, the Trustee shall determine the amount of any such
deficiency and shall give Notice to the Insurer and the appropriate Fiscal Agent
(as defined in the Insurance Policy), if any, by telephone or telecopy of the
amount of such deficiency, confirmed in writing to the Insurer, such Notice to
be substantially in the form of Exhibit A attached to the Insurance Policy and
delivered by 12:00 noon, New York City time on such third Business Day.

      (b) In the event the Trustee receives a certified copy of an order of the
appropriate court that any scheduled payment of principal or interest on a
Insured Certificate has been voided in whole or in part as a preference payment
under applicable bankruptcy law, the Trustee shall (i) promptly notify the
Insurer, as appropriate, and the Fiscal Agent, if any, and (ii) comply with the
provisions of the Insurance Policy to obtain payment by the Insurer of such
voided scheduled payment. In addition, the Trustee shall mail notice to all
Holders of the Insured Certificates so affected that, in the event that any such
Holder's scheduled payment is so recovered, such Holder will be entitled to
payment pursuant to the terms of the Insurance Policy, a copy of which shall be
made available to such Holders by the Trustee. The Trustee shall furnish to the
Insurer and the appropriate Fiscal Agent, if any, its records listing the
payments on the affected Insured Certificates, if any, that have been made by
the Trustee and subsequently recovered from the affected Holder, and the dates
on which such payments were made by the Trustee.

      (c) At the time of the execution hereof, and for the purposes hereof, the
Trustee shall establish an Eligible Account in the name of the Trustee for the
benefit of Holders of the Insured Certificates (the "Policy Payments Account")
over which the Trustee shall have exclusive control and sole right of
withdrawal. The Trustee shall deposit any amount paid under the Insurance Policy
into the Policy Payments Account and distribute such amount only for the
purposes of making payments to Holders of the Insured Certificates in respect of
the Insured Payments by the Insurer pursuant to the Insurance Policy for which
the related claim was made under the Policy. Such amounts shall be allocated by
the Trustee to Holders of Insured Certificates affected by such shortfalls in
the same manner as principal and interest distributions are to be allocated with
respect to such Certificates pursuant to Section 13.01. It shall not be
necessary for such payments to be made by checks or wire transfers separate from
the checks or wire transfers used to make regular payments hereunder with funds
withdrawn from the Certificate Account. However, any payments made on the
Insured Certificates from funds in the Policy Payments Account shall be noted as
provided in subsection (e) below. Funds held in the Policy Payments Account
shall not be invested by the Trustee.

      (d) Any funds received from the Insurer for deposit into the Policy
Payments Account pursuant to the Insurance Policy in respect of a Distribution
Date or otherwise as a result of any claim under such Insurance Policy shall be
applied by the Trustee directly to the payment in full (i) of the Insured
Deficiency Amount due on such Distribution Date on the Insured Certificates, or
(ii) of the Preference Amount to which payments under the Insurance Policy are
to be applied. Funds received by the Trustee as a result of any claim under the
Insurance Policy shall be used solely for payment of the Holders of the Insured
Certificates, respectively, and may not be applied for any other purpose,
including, without limitation, satisfaction of any costs, expenses or
liabilities of the Trustee or the Trust Fund. Any funds remaining in the Policy
Payments Account on the first


                                       21


<PAGE>


Business Day after each Distribution Date shall be remitted promptly to the
Insurer pursuant to the written instruction of the Insurer.

      (e) The Trustee shall keep complete and accurate records in respect of (i)
all funds remitted to it by the Insurer and deposited into the Policy Payments
Account and (ii) the allocation of such funds to (A) payments of interest on and
principal in respect of any Insured Certificates, (B) Realized Losses allocated
to the Insured Certificates and (C) Non-Supported Interest Shortfalls allocated
to the Insured Certificates. The Insurer shall have the right to inspect such
records at reasonable times during normal business hours upon three Business
Days' prior notice to the Trustee.

      (f) The Trustee acknowledges, and each Holder of an Insured Certificate by
its acceptance of such Insured Certificate agrees, that, without the need for
any further action on the part of the Insurer or the Trustee, to the extent the
Insurer makes payments, directly or indirectly, on account of principal of or
interest on any Insured Certificate, the Insurer will be fully subrogated to the
rights of the Holders of such Insured Certificates to receive such principal and
interest from the Trust Fund. The Holders of the Insured Certificates, by
acceptance of the Insured Certificates, assign their rights as Holders of the
Insured Certificates to the extent of the Insurer's interest with respect to
amounts paid under the Insurance Policy. Anything herein to the contrary
notwithstanding solely for purposes of determining the Insurer's rights as
subrogee for payments distributable pursuant to Sections 12.01 and 13.01, any
payment with respect to distributions to the Insured Certificates that is made
with funds received pursuant to the terms of the Insurance Policy shall not be
considered a payment of the Insured Certificates from the Trust Fund and shall
not result in the distribution or the provision for the distribution in
reduction of the Principal Balance of the Insured Certificates within the
meaning of Section 12.07.

      (g) Upon the occurrence of a Servicing Event of Default, the Trustee shall
promptly notify the Insurer of such Servicing Event of Default.

      (h) The Trustee shall promptly notify the Insurer of either of the
following as to which a Responsible Officer of the Trustee has actual knowledge:
(A) the commencement of any proceeding by or against the Issuer commenced under
the United States bankruptcy code or any other applicable bankruptcy,
insolvency, receivership, rehabilitation or similar law (an "Insolvency
Proceeding") and (B) the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer (a "Preference
Claim") of the distribution made with respect to the Insured Certificates. Each
Holder of an Insured Certificate, by its purchase of an Insured Certificate, and
the Trustee hereby agree that the Insurer (so long as no default in payment by
the Insurer under the Insurance Policy exists) may at any time during the
continuation of any proceeding relating to a Preference Claim direct all matters
relating to such Preference Claim, including, without limitation, (i) the
direction of any appeal of any order relating to any Preference Claim and (ii)
the posting of any surety, supersedeas or performance bond pending any such
appeal. In addition and without limitation of the foregoing, Insurer shall be
subrogated to the rights of the Trustee and each Holder of an Insured
Certificates in the conduct of any Preference Claim, including, without
limitation, all rights of any party to an adversary proceeding action with
respect to any court order issued in connection with any such Preference Claim.


                                       22


<PAGE>


      (i) The Trustee shall surrender the Insurance Policy to the Insurer for
cancellation upon reduction of the Principal Balance of the Insured Certificates
to zero or replacement of the Insurer pursuant to Section 12.09.

      (j) The Reserve Fund shall be established on the Startup Day and
maintained by the Trustee in accordance with this Section 12.07(j). At the time
the Reserve Fund is established, the Issuer shall cause to be deposited into the
Reserve Fund the amount of $__,000. All funds in the Reserve Fund shall be held
in trust for the benefit of the Holders of the Class A-__ Certificates until
withdrawn in accordance with this Section 12.07(j) and Section 13.01.

      For each Distribution Date, the Reserve Withdrawal shall be withdrawn by
the Trustee from the amount on deposit in the Reserve Fund and distributed on
such Distribution Date to the Holders of the Class A-__ Certificates, pro rata,
based on Percentage Interest.

      Notwithstanding anything herein to the contrary, on the Distribution Date
on which the Principal Balance of the Class A-__ Certificates has been reduced
to zero, any funds then on deposit in the Reserve Fund shall be distributed to
________, at the address provided by it to the Trustee.

      The Reserve Fund will be an "outside reserve fund" under the REMIC
Provisions that is beneficially owned for federal income tax purposes by
________, which shall report all income, gain, deduction or loss with respect
thereto, and will not be an asset of the Upper-Tier REMIC, the Lower-Tier REMIC
or the Trust.]

      (k) For this Section 12.07,
      the terms "Receipt" and "Received" shall mean actual delivery to the
Insurer and the Insurer's Fiscal Agent, if any, prior to 12:00 noon, New York
City time, on a Business Day; delivery either on a day that is not a Business
Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on
the next succeeding Business Day. If any notice or certificate given under the
Insurance Policy by the Trustee is not in proper form or is not properly
completed, executed or delivered, in any material manner, it shall be deemed not
to have been Received. The Insurer or its Fiscal Agent, if any, shall promptly
so advise the Trustee and the Trustee may submit an amended notice, and

      "Business Day" means any day other than (A) a Saturday or Sunday or (B) a
day on which the Insurer is closed or banking institutions in The City of New
York, New York or in the city in which the Corporate Trust Office is located are
authorized or obligated by law or executive order to close.]

      [Section 12.08. Replacement of the Insurance Policy.

      Notwithstanding any other provision of this Agreement to the contrary, in
the event that the Insured Certificates are downgraded by a Rating Agency solely
as a result of the downgrade of the Insurer by both Moody's, to less than "Aa",
and S&P, to less than "AA", CFMSI shall have the right, but not the obligation,
to replace the Insurance Policy in its entirety, at its own expense to the
extent that the cost of such replacement exceeds the Insurance Premium, with
another form of credit enhancement and to amend this Agreement as necessary or
appropriate in order to implement


                                       23


<PAGE>


such replacement of the Insurance Policy without the consent of the
Certificateholders or the Trustee; provided that: (a) the rating of the Insured
Certificates subsequent to any such replacement shall be at least the ratings
initially assigned to such Class of Certificates by the Rating Agencies and the
Trustee and CFMSI shall have received written notice confirming such ratings
from the Rating Agencies; (b) the Trustee and CFMSI shall have received an
Opinion of Counsel to the credit enhancement provider to the effect (i) that (A)
the credit enhancement is a valid and legally binding obligation of the credit
enhancement provider enforceable in accordance with its terms and (B) the credit
enhancement is not a separate security or, if a separate security, is exempt
from registration or has been duly registered under the Act, (ii) that the
credit enhancement meets the condition set forth in Section II(i) of U.S.
Department of Labor Prohibited Transaction Class Exemption 83-1, provided
however, that such opinion with respect to this clause (ii) only may be waived
by CFMSI upon advice of outside counsel, and (iii) such opinion shall also cover
such other matters as the Trustee or CFMSI shall reasonably require; (c) the
Insurance Policy has been delivered to the Insurer for cancellation and (d)
written notice shall be given to the Insured Certificateholders of such
replacement within ten (10) Business Days following such replacement.]


                                  ARTICLE XIII

                 SUBORDINATION; PRIORITIES; ALLOCATION OF LOSSES


      Section 13.01. Subordination; Priority of Distributions.

      (a) The rights of the holders of any Subclass of Class M Certificates to
receive distributions in respect thereof on any Distribution Date shall be
subordinated to the rights of the Class A Certificateholders and the holders of
each Class M Subclass having a lower numerical designation to receive
distributions [(and to distributions to the Class L-1 Regular Interest)] to the
extent, and only to the extent, described herein. The rights of the holders of
any Class B Subclass to receive distributions in respect of such Class B
Subclass on any Distribution Date shall be subordinated to the rights of the
Class A and Class M Certificateholders and the holders of each Class B Subclass
having a lower numerical designation to receive distributions [(and to
distributions to the Class L Regular Interests)] to the extent, and only to the
extent, described herein. The right of the Servicer to receive its Servicing Fee
shall not be subordinated to the rights of Certificateholders.

      (b) On each Distribution Date, Interest Proceeds will be applied in the
following amounts, to the extent the amount of Interest Proceeds is sufficient
therefor, in the manner and in the order of priority as follows [(and the
Insured Payments and Reserve Withdrawal will be applied to make payments to the
Insured Certificates as provided in Section 12.07)]:

            first, to the Trustee, to pay the Trustee Fee and any Trust
      Expenses, [and then to the Insurer, to pay the Insurance Premium];


                                       24


<PAGE>


            second, to the Subclasses of Class A Certificates, pro rata, based
      upon their respective Class A Subclass Interest Amounts, in an aggregate
      amount up to the Class A Interest Amount;

            third, to the Subclasses of Class A Certificates, pro rata, based
      upon their respective Class A Subclass Unpaid Interest Shortfalls, in an
      aggregate amount up to the Class A Unpaid Interest Shortfall;

            fourth, to the Subclasses of Class M Certificates, in order of
      increasing numerical designation, in an amount up to their respective
      Class M Subclass Interest Amount;

            fifth, to the Subclasses of Class B Certificates, in order of
      increasing numerical designation, in an amount up to their respective
      Class B Subclass Interest Amount;

            sixth, to pay any Extra Principal Distribution Amount;

            seventh, to the Subclasses of Class M Certificates, in order of
      increasing numerical designation, first in an amount up to their
      respective Class M Subclass Unpaid Interest Shortfall and then in an
      amount up to their respective Class M Subclass Loss Amount;

            eighth, to the Subclasses of Class B Certificates, in order of
      increasing numerical designation, first in an amount up to their
      respective Class B Subclass Unpaid Interest Shortfall and then in an
      amount up to their respective Class B Subclass Loss Amount;

            ninth, [to the Insurer, in reimbursement of the interest component
      of amounts previously paid by the Insurer under the Insurance Policy and
      accrued interest thereon, if any, at the Late Payment Rate (as defined in
      the Insurance Agreement)] [intentionally omitted];

            tenth, to the Servicer to pay any unreimbursed Servicing Advances;
      and

            eleventh, to the Holder of the Class LR Certificate.

      (c) On each Distribution Date, the Principal Distribution Amount will be
applied in the following amounts, to the extent the Principal Distribution
Amount is sufficient therefor, in the manner and in the order of priority as
follows [(and the Insured Payments will be applied to make payments to the
Insured Certificates as provided in Section 12.07)]:

            first, to the Subclasses of Class A Certificates, in an aggregate
      amount up to the Class A Principal Distribution Amount, such distribution
      to be allocated among such Subclasses in accordance with Section 12.01(d)
      or Section 13.01(d), as applicable;

            second, to the Subclasses of Class M Certificates, in order of
      increasing numerical designation, in an amount up to their respective
      Class M Subclass Principal Distribution Amount;


                                       25


<PAGE>


            third, to the Subclasses of Class B Certificates, in order of
      increasing numerical designation, in an amount up to their respective
      Class B Subclass Principal Distribution Amount;

            fourth, [to the Insurer, in reimbursement of the principal component
      of amounts previously paid by the Insurer under the Insurance Policy and
      accrued interest thereon, if any, at the Late Payment Rate (as defined in
      the Insurance Agreement)] [intentionally omitted]; and

            [fifth, [intentionally omitted];

      (d) On each Distribution Date occurring on or subsequent to the
Subordination Depletion Date, the Class A Principal Distribution Amount shall be
distributed among the Subclasses of Class A Certificates as set forth in Section
12.01(e).

      (e) No Class A Subclass Interest Shortfall Amount, Class A Subclass Unpaid
Interest Shortfall, Class M Subclass Interest Shortfall Amount, Class M Subclass
Unpaid Interest Shortfall, Class B Subclass Interest Shortfall Amount or Class B
Subclass Unpaid Interest Shortfall will itself bear interest.

      [(f) In addition, the holders of the Insured Certificates will be entitled
to receive funds with respect to the Insurance Policy representing Covered
Amounts. The Insured Certificates shall be entitled to receive funds from the
Reserve Fund, so long as funds remain available therein, for any Non-Supported
Interest Shortfall allocated to the Insured Certificates on such Distribution
Date. Prior to any draw on the Insurance Policy with respect to any
Non-Supported Interest Shortfall allocated to the Insured Certificates only, the
Trustee shall withdraw from the Reserve Fund the Reserve Withdrawal and shall
distribute such amount to the Insured Certificates pursuant to Section 12.07(j)
or Section 13.01(b).]

[Notwithstanding the foregoing distribution priorities, no payment owing
pursuant to clause ninth of Section 13.01(b) and clause fourth of Section
13.01(c) shall be paid to the Insurer until the cumulative amount owing
thereunder and not previously paid to the Insurer is equal to at least $750.00;
provided, however, that upon the Last Scheduled Distribution Date or earlier
termination pursuant to Section 9.01 or replacement pursuant to Section 12.08,
any cumulative amount owing thereunder and not previously paid to the Insurer
shall be paid to the Insurer.]

      Section 13.02. Allocation of Realized Losses; Recoveries.

      (a) For any Distribution Date prior to the Subordination Depletion Date,
any Applied Loss Amount will be allocated as follows:

            first, to the Class CE Certificates, until their Principal Balance
      has been reduced to zero;


                                       26


<PAGE>


            second, to the Subclasses of Class B Certificates, first to the
      Class B Subclass with the highest numerical designation and then in order
      of decreasing numerical designation, until their respective Class B
      Subclass Principal Balance has been reduced to zero; and

            third, to the Subclasses of Class M Certificates, first to the Class
      M Subclass with the highest numerical designation and then in order of
      decreasing numerical designation, until their respective Class M Subclass
      Principal Balance has been reduced to zero.

      This allocation of Applied Loss Amounts will be effected through the
reduction of the applicable Class or Subclass Principal Balance, as the case may
be.

      (b) Any Applied Loss Amount allocated to the Class CE Certificates or a
Subclass of Class M or Class B Certificates pursuant to Section 13.02(a) shall
be allocated among the Certificates of such Subclass or Class pro rata based on
their respective Principal Balances.

      (c) In the event that there is a recovery of an amount in respect of
principal which had previously been allocated as an Applied Loss Amount to the
Class CE Certificates or any one or more Subclasses of Class M Certificates or
Class B Certificates, the amount of such recovery shall be distributed to
Holders of Subclasses of Class M Certificates, in order of increasing numerical
designation, but only if and to the extent that the Class M Subclass had
theretofore been allocated any Applied Loss Amount ("Reimbursed Class M
Losses"), then to the Subclasses of Class B Certificates, in order of increasing
numerical designation, but only if and to the extent that the Class B Subclass
had theretofore been allocated any Applied Loss Amount ("Reimbursed Class B
Losses"), and then to Holders of the Class CE Certificates. A Subclass or Class
of Certificates that is no longer Outstanding shall not be entitled to any share
of any such recovery.

      (d) Any Applied Loss Amount allocated in accordance with this Section
13.02 will be allocated on the Distribution Date following the Collection Period
in which such loss was incurred and after giving effect to distributions made
under Section 13.01 on such Distribution Date.

      Section 13.03. [intentionally omitted] [Class L Regular Interests
Allocations and Distributions.]

      [(a) On each Distribution Date, the Class L-1 Regular Interest shall
receive a distribution of principal equal to the amount distributed in reduction
of the Principal Balances of the Class A-__, Class A-__ and Class A-__
Certificates and the Class L-2 Regular Interest shall receive a distribution of
principal equal to the amount distributed in reduction of the Principal Balance
of the Class A-__ Certificates. As of any date, the Principal Balance of the
Class L-1 Regular Interest will equal the sum of the Principal Balances of the
Class A-__, Class A-__ and Class A-__ Certificates and the Principal Balance of
the Class L-2 Regular Interest will equal the Principal Balance of the Class
A-__ Certificates.

      On each Distribution Date, the Class L-1 Regular Interest shall receive a
distribution of interest equal to the sum of the amounts distributed in respect
of interest to the Class A-__, Class A-__, Class A-__ and Class A-__
Certificates and the Class L-2 Regular Interest shall receive a


                                       27


<PAGE>


distribution of interest equal to the sum of the amounts distributed as interest
to the Class A-__ and Class A-__ Certificates.

      (b) For any Distribution Date, the principal portion of Applied Loss
Amounts and recoveries attributable to previously allocated Applied Loss Amounts
will be allocated to the Class L-1 Regular Interest in the same manner as losses
and recoveries are allocated to the Class A-__, Class A-__ and Class A-__
Certificates and will be allocated to the Class L-2 Regular Interest in the same
manner as losses and recoveries are allocated to the Class A-__ Certificates.

      For any Distribution Date, the interest portion of Realized Losses will be
allocated to the Class L-1 Regular Interest in the same manner as interest is
allocated to the Class L-1 Regular Interest and to the Class L-2 Regular
Interest in the same manner as interest is allocated to the Class L-2 Regular
Interest.

      (c) No interest shortfall amount or unpaid interest shortfall on any Class
L Regular Interest will bear interest.

      (d) The report prepared by the Trustee pursuant to Section 4.07 shall
include the following additional information:

            (i) the distributions of principal in reduction of the Principal
      Balance of each Class L Regular Interest and the Principal Balance of each
      Class L Regular Interest to the extent that it will remain outstanding
      after giving effect to such distribution;

            (ii) the amount of interest that has accrued on each Class L Regular
      Interest and any Non-Supported Interest Shortfall allocated thereto; and

            (iii) the amount of interest to be distributed on each Class L
      Regular Interest.]

      Section 13.04. Distributions on the Residual Certificates. Upon a
termination of the Trust in accordance with Section 9.01, the Class LR
Certificate shall receive all amounts remaining in the Certificate Account [,
and the Class R Certificate shall receive any amounts remaining in the
Upper-Tier REMIC Account] after all required distributions on the Certificates
[and the Class L Regular Interests] [and to the Insurer] have been made.


                                  [ARTICLE XIV]

                             [ADDITIONAL PROVISIONS]

      [Section 14.01. Additional Representations and Warranties. [Not
applicable][CFMSI hereby represents and warrants to the Trustee, in addition to
Section 2.03(a) and with the same force and effect for all purposes of this
Agreement as though these representations and warranties were set forth in
Section 2.03(a), as follows:
      (i) _______________________;
      (ii) __________________________.]

      [Section 14.02. Additional Servicing Events of Default. [Not
applicable][The following


                                       28


<PAGE>


events shall constitute additional Servicing Events of Default for purposes of
Section 7.01(a):
      (i) ______________.]

      [Section 14.03. Additional Conditions for Subsequent Transfer Dates. [Not
applicable][The following provisions shall apply for the purposes of Section
2.05:
      (i)   there shall be no more than ___ Subsequent Transfer Dates during the
            Funding Period; (ii) for the purposes of Section 2.05(c), the
            following requirements, in addition to those set forth in Section
            2.05(b), shall apply on each Subsequent Transfer Date:
            (1)   _____________;
            (2)   _____________; and
            (3)   _____________.]

      [Section 14.04. Additional Certificate Information. For the purposes of
Section 4.07(d), the Trustee shall provide to ______ the following additional
information: _______.]

      [Section 14.05. Additional Pool Information. For the purposes of Section
4.07(d), the Trustee shall provide to ____________ the following additional
information: ___________________.]


                                       29


<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.

                                     CITIFINANCIAL MORTGAGE SECURITIES INC.



                                     By:
                                        -------------------------------
                                        [name]
                                        [title]


                                     THE CHASE MANHATTAN BANK, not in its
                                     individual capacity but solely as Trustee



                                     By:
                                        -------------------------------
                                        [name]
                                        Assistant Treasurer



                                     CITIFINANCIAL MORTGAGE COMPANY



                                     By:
                                        -------------------------------
                                        [name]
                                        [title]


                                       30


<PAGE>


State of Maryland            )
                             )  ss.:
County of                    )

      On the __th day of ____ 2000 before me, a notary public in and for the
State of Missouri, personally appeared __________ known to me who, being by me
duly sworn, did depose and say that he resides at Baltimore, Maryland; that he
is a [Senior] Vice President of CitiFinancial Mortgage Securities Inc., one of
the parties that executed the foregoing instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


----------------------------
Notary Public

[Notarial Seal]


                                       31


<PAGE>




State of New York              )
                               )  ss.:
County of New York             )

                  On the __th day of ____ 2000 before me, a notary public in and
for the State of New York, personally appeared ________ known to me who, being
by me duly sworn, did depose and say that she resides at New York, New York;
that she is an Assistant Treasurer of The Chase Manhattan Bank, a New York
banking corporation, one of the parties that executed the foregoing instrument;
that she knows the seal of said New York banking corporation; that the seal
affixed to said instrument is such seal; that it was so affixed by authority of
the Board of Directors of said trust company; and that she signed his name
thereto by like authority.


-----------------------------------
 Notary Public

[Notarial Seal]


                                       32


<PAGE>


State of Florida               )
                               )  ss.:
County of __________           )

      On the __th day of ____ 2000 before me, a notary public in and for the
State of New York, personally appeared ______________ known to me who, being by
me duly sworn, did depose and say that she resides at Tampa, Florida; that she
is a Vice President of CitiFinancial Mortgage Company, a Delaware corporation,
one of the parties that executed the foregoing instrument; that she knows the
seal of said corporation; that the seal affixed to said instrument is such seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that she signed her name thereto by like authority.


-----------------------------------
 Notary Public

[Notarial Seal]


                                       33