_____________________________________________

                         STANDARD TERMS FOR POOLING AND

                              SERVICING AGREEMENTS

                              FOR CITICERTIFICATES
                 ______________________________________________


                           Dated as of ________, 1999

                 REMIC Pass-Through Certificates, Series 1999-__
     ______________________________________________________________________


<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01.  Definitions..........................................1
                           Accountant........................................1
                           Accretion Distribution Amount.....................1
                           Accrual CitiCertificates..........................1
                           Act...............................................1
                           Adjusted Balance..................................1
                           Advance Account...................................1
                           Advance Account Advances..........................2
                           Advance Account Available Advance Amount..........2
                           Advance Account Depository Agreement..............2
                           Advance Account Depository........................2
                           Advance Account Funding Date......................2
                           Advance Account Reimbursement Amount..............2
                           Advance Account Trigger Applicability.............2
                           Advance Account Trigger Date......................2
                           Affiliate.........................................2
                           Affiliated Certificate Account Advance............2
                           Affiliated Mortgage Loans.........................2
                           Affiliated Trustee Advances.......................2
                           Affiliated Uncommitted Cash.......................3
                           Agent.............................................3
                           Aggregate Outstanding Advances....................3
                           Aggregate Pool Value Change.......................3
                           Appraisal.........................................3
                           Assumed Reinvestment Rate.........................3
                           Authenticating Agent..............................3
                           Authorized Officer................................3
                           Available PO Loss Funds...........................3
                           Bankruptcy Code...................................3
                           Bankruptcy Coverage Termination Date..............3
                           Bankruptcy Loss...................................3
                           Bankruptcy Loss Amount............................4
                           Beneficial Owner..................................4
                           Book-Entry Certificates...........................4
                           Business Day......................................4
                           Buydown Account...................................4
                           Buydown Funds.....................................4
                           Buydown Mortgage Loan.............................4
                           Buydown Subsidy Agreement.........................4
                           Calculated Class A Distribution Amount............5
                           Calculated Servicing Fee..........................5
                           Certificate.......................................5
                           Certificate Account...............................5
                           Certificate Account Deposit Date..................5
                           Certificate Rate..................................5
                           Certificate Register and Certificate Registrar....5
                           Certificateholder or Holder.......................5


                                       i


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                           Citibank..........................................5
                           CitiCertificateholder.............................5
                           CitiCertificates..................................5
                           Class.............................................5
                           Class A Certificateholder.........................5
                           Class A CitiCertificate...........................5
                           Class A Interest Amount...........................5
                           Class A Optimal Principal Amount..................5
                           Class A Non-PO Principal Amount...................5
                           Class A Percentage................................5
                           Class A Prepayment Percentage.....................6
                           Class A Principal Distribution Amount.............6
                           Class A PO Principal Amount.......................6
                           Class A PO Subclass...............................6
                           Class A Principal Amount..........................6
                           Class A Subclass..................................6
                           Class A Subclass Interest Amount..................6
                           Class A Subclass Interest Percentage..............6
                           Class A Subclass Interest Shortfall Amount........6
                           Class A Subclass Loss Denominator.................6
                           Class A Subclass Loss Percentage..................6
                           Class A Subclass Principal Amount.................7
                           Class A Subclass Unpaid Interest Shortfall........7
                           Class A Unpaid Interest Shortfall.................7
                           Class B Certificateholder.........................7
                           Class B CitiCertificate...........................7
                           Class B Interest Amount...........................7
                           Class B Percentage................................7
                           Class B Prepayment Percentage.....................7
                           Class B Principal Distribution Amount.............7
                           Class B Principal Amount..........................7
                           Class B Subclasses................................7
                           Class B Subclass Interest Amount..................7
                           Class B Subclass Interest Percentage..............8
                           Class B Subclass Principal Amount.................8
                           Class B Unpaid Interest Shortfall.................8
                           Class B-1 Interest Shortfall Amount...............8
                           Class B-1 Optimal Principal Amount................8
                           Class B-1 Percentage..............................9
                           Class B-1 Prepayment Percentage...................9
                           Class B-1 Principal Distribution Amount...........9
                           Class B-1 Unpaid Interest Shortfall...............9
                           Class B-2 Interest Shortfall Amount...............9
                           Class B-2 Optimal Principal Amount................9
                           Class B-2 Percentage.............................10
                           Class B-2 Prepayment Percentage..................10
                           Class B-2 Principal Distribution Amount..........10
                           Class B-2 Unpaid Interest Shortfall..............10
                           Class B-3 Interest Shortfall Amount..............10
                           Class B-3 Optimal Principal Amount...............10


                                       ii


<PAGE>

                           Class B-3 Percentage.............................11
                           Class B-3 Prepayment Percentage..................11
                           Class B-3 Principal Distribution Amount..........11
                           Class B-3 Unpaid Interest Shortfall..............11
                           Class B-4 Interest Shortfall Amount..............11
                           Class B-4 Optimal Principal Amount...............11
                           Class B-4 Percentage.............................12
                           Class B-4 Prepayment Percentage..................12
                           Class B-4 Principal Distribution Amount..........12
                           Class B-4 Unpaid Interest Shortfall..............12
                           Class B-5 Interest Shortfall Amount..............13
                           Class B-5 Optimal Principal Amount...............13
                           Class B-5 Percentage.............................13
                           Class B-5 Prepayment Percentage..................13
                           Class B-5 Principal Distribution Amount..........14
                           Class B-5 Unpaid Interest Shortfall..............14
                           Class L Regular Interests........................14
                           Class LR Certificate.............................14
                           Class M CitiCertificateholder....................14
                           Class M Interest Amount..........................14
                           Class M Interest Shortfall Amount................14
                           Class M Optimal Principal Amount.................14
                           Class M Percentage...............................15
                           Class M Prepayment Percentage....................15
                           Class M Principal Distribution Amount............15
                           Class M Principal Amount.........................15
                           Class M Unpaid Interest Shortfall................15
                           Class R Certificate..............................15
                           Clearing Agency..................................15
                           Clearing Agency Participant......................16
                           CMSI.............................................16
                           CMSI Order.......................................16
                           Code.............................................16
                           Commission.......................................16
                           Compensating Cap.................................16
                           Constituent REMICs...............................18
                           Corporate Trust Office...........................16
                           Custodial Account for P&I........................16
                           Cut-Off Date.....................................16
                           Debt Service Reduction...........................16
                           Deficient Valuation..............................16
                           Definitive Securities............................16
                           Delinquent Amount................................16
                           Deposit Date.....................................17
                           Depository.......................................17
                           Determination Date...............................17
                           Disqualified Organization........................17
                           Distribution Date................................17
                           Distribution Date Statement......................17
                           Due Date.........................................17


                                      iii


<PAGE>

                           Due Period.......................................17
                           Eligible Account.................................17
                           Eligible Investments.............................17
                           Eligible Substitute Mortgage Loan................19
                           ERISA............................................20
                           ERISA Prohibited Holder..........................20
                           ERISA Restricted CitiCertificates................20
                           Escrow Account...................................20
                           Event of Default.................................20
                           Excess Bankruptcy Loss...........................20
                           Excess Fraud Loss................................20
                           Excess Special Hazard Loss.......................20
                           Exchange Act.....................................20
                           Expense Rate.....................................20
                           Expenses.........................................20
                           Extraordinary Event..............................20
                           FDIC.............................................21
                           Federal Reserve Bank.............................21
                           FHLMC............................................21
                           Fitch............................................21
                           FNMA.............................................21
                           Foreclosure Profits..............................21
                           Fraud Coverage Termination Date..................21
                           Fraud Loss Amount................................21
                           Fraud Loss.......................................21
                           GIC..............................................21
                           Guide............................................21
                           Holder...........................................21
                           Independent......................................21
                           Initial Bankruptcy Loss Amount...................21
                           Initial Fraud Loss Amount........................22
                           Initial Special Hazard Loss Amount...............22
                           Initial Special Hazard Percentage................22
                           Initial Principal Amount.........................22
                           Insurance Policy.................................22
                           Insurance Proceeds...............................22
                           Insured Certificates.............................22
                           Insurer..........................................22
                           Insurer Deliverables.............................24
                           Interest Accrual Period..........................22
                           Investment Account...............................22
                           Investment Statement.............................22
                           Investor Rate....................................22
                           Issue Date.......................................22
                           Issuer...........................................22
                           Last Scheduled Distribution Date.................22
                           LIBOR Accrual Period.............................22
                           LIBOR CitiCertificates...........................22
                           Liquidated Loan..................................22
                           Liquidated Loan Loss.............................23


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<PAGE>

                           Liquidating Loan.................................23
                           Liquidation Expenses.............................23
                           Liquidation Proceeds.............................23
                           Lower-Tier Certificates..........................23
                           Lower Tier REMIC.................................23
                           Master Servicer..................................23
                           Master Servicing Fee.............................23
                           Master Servicer Fee Rate.........................23
                           Monthly Payment..................................24
                           Moody's..........................................24
                           Mortgage.........................................24
                           Mortgage Document Custodial Agreement............24
                           Mortgage Document Custodian......................24
                           Mortgage Documents...............................24
                           Mortgage File....................................24
                           Mortgage Loan....................................24
                           Mortgage Loan Schedule...........................24
                           Mortgage Note....................................24
                           Mortgage Note Rate...............................24
                           Mortgaged Property...............................24
                           Mortgagor........................................24
                           Net Liquidation Proceeds.........................25
                           Net Note Rate....................................25
                           Net REO Proceeds.................................25
                           Net Trustee Advances.............................25
                           Net Advances.....................................25
                           Non-PO Percentage................................25
                           Non-PO Pool Adjusted Balance.....................25
                           Nonrecoverable Advance...........................25
                           Non-Supported Interest Shortfall.................25
                           Officer's Certificate............................26
                           Opinion of Counsel...............................26
                           Original Class A Principal Amount................26
                           Original Class B-1 Percentage....................26
                           Original Class B-1 Principal Amount..............26
                           Original Class B-1 Subordination Level...........26
                           Original Class B-2 Percentage....................26
                           Original Class B-2 Principal Amount..............26
                           Original Class B-2 Subordination Level...........26
                           Original Class B-3 Percentage....................26
                           Original Class B-3 Principal Amount..............26
                           Original Class B-3 Subordination Level...........26
                           Original Class B-4 Percentage....................26
                           Original Class B-4 Principal Amount..............26
                           Original Class B-4 Subordination Level...........26
                           Original Class B-5 Percentage....................26
                           Original Class B-5 Principal Amount..............26
                           Original Class B Principal Amount................26
                           Original Class M Percentage......................26
                           Original Class M Principal Amount................26


                                       v


<PAGE>

                           Original Class M Subordination Level.............26
                           Original Value...................................26
                           Originator.......................................27
                           Outstanding......................................27
                           Outstanding Mortgage Loan........................27
                           Pass-Through Rate................................27
                           Paying Agent.....................................28
                           Percentage Interest..............................28
                           Person...........................................28
                           Plan.............................................28
                           PO Loss Amount...................................28
                           PO Percentage....................................28
                           Pool Adjusted Balance............................28
                           Pool Distribution Amount.........................28
                           Pool Value.......................................29
                           Pooling Agreement................................29
                           Predecessor Certificates.........................29
                           Prepaid Installment..............................29
                           Prepayment Interest Shortfall....................29
                           Prepayment Principal.............................29
                           Primary Mortgage Insurance Certificate...........29
                           Principal Amount.................................29
                           Principal Prepayment.............................29
                           Private Certificates.............................30
                           Proceeding.......................................30
                           Property Protection Expenses.....................30
                           Qualified GIC....................................30
                           Qualified Nominee................................30
                           Rating Agencies..................................31
                           Realized Losses..................................31
                           Record Date......................................31
                           Reimbursable Class A Non-PO Losses...............31
                           Reimbursable Class A PO Losses...................31
                           Reimbursable Class B Losses......................31
                           Reimbursable Class M Losses......................31
                           REMIC............................................31
                           REMIC Provisions.................................31
                           Remittance Delinquencies.........................31
                           Remittances......................................32
                           REO Mortgage Loan................................32
                           REO Proceeds.....................................32
                           REO Property.....................................32
                           Report Date......................................32
                           Required Amount of Certificates..................32
                           Reserve Fund.....................................32
                           Residual Certificate.............................32
                           Responsible Officer..............................32
                           Retail Reserve Fund..............................32
                           S&P..............................................32
                           Servicer.........................................32


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<PAGE>

                           Servicing Account................................32
                           Servicing Fee....................................32
                           Servicing Officer................................32
                           Similar Law......................................33
                           Single Certificate...............................33
                           Special Hazard Loss..............................33
                           Special Hazard Loss Amount.......................33
                           Special Hazard Percentage........................33
                           Special Hazard Termination Date..................33
                           Standard Accrual Period..........................33
                           Startup Day......................................33
                           Subclass.........................................34
                           Subordinated CitiCertificates....................34
                           Subordinated CitiCertificate Percentage..........34
                           Subordinated Prepayment Percentage...............34
                           Subordination Depletion Date.....................34
                           Subservicer......................................34
                           Subservicing Agreement...........................34
                           Substitution Adjustment Amount...................34
                           Substitution Day.................................34
                           Third Party Certificate Account Advance..........34
                           Third Party Master Servicer......................33
                           Third Party Mortgage Loans.......................34
                           Third Party Servicer.............................34
                           Third Party Servicing Agreement..................34
                           Third Party Servicing Fee........................34
                           Third Party Servicing Fee Rate...................34
                           Third Party Trustee Advances.....................35
                           Third Party Uncommitted Cash.....................35
                           Transfer Instrument..............................35
                           Trustee..........................................35
                           Trustee Advances.................................35
                           Trustee Failure..................................35
                           Trustee Failure Advance..........................35
                           Trust Fund.......................................35
                           Uncommitted Cash.................................35
                           Uncovered Remittance Delinquency.................35
                           Unpaid PO Loss Amount............................35
                           Underwriters.....................................35
                           Upper-Tier Certificates..........................35
                           Upper-Tier REMIC.................................35
                           Upper-Tier REMIC Account.........................36
                           U.S. Person......................................36
                           Voluntary Advance................................36
                           Voting Interest..................................36
         Section 1.02.  Calculations Respecting Mortgage Loans..............36

                                   ARTICLE II
           CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES

         Section 2.01.  Conveyance of Trust Fund............................36


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<PAGE>

         Section 2.02.  Acceptance by Trustee...............................39
         Section 2.03.  Representations and Warranties of CMSI..............40
         Section 2.04.  Substitution of Eligible Substitute Mortgage Loans
                        for Nonconforming Mortgage Loans....................42
         Section 2.05.  Authentication of Certificates......................43

                                   ARTICLE III
      CERTIFICATE ACCOUNT; PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 3.01.  Collection of Moneys................................44
         Section 3.02.  Certificate Account.................................44
         Section 3.03.  Third Party Mortgage Loans; Custodial Accounts for
                        P&I and Certificate Account Deposits................46
         Section 3.04.  Distributions.......................................48
         Section 3.05.  Reports to Certificateholders.......................53
         Section 3.06.  Application of Buydown Funds........................53
         Section 3.07.  Tax Returns and Reports to Certificateholders.......54
         Section 3.08.  Intentionally Omitted...............................55
         Section 3.09.  Reports by Independent Accountants..................55
         Section 3.10.  CMSI to Act as Servicer of Affiliated Mortgage
                        Loans...............................................55
         Section 3.11.  CMSI to Act as Master Servicer of Third Party
                        Mortgage Loans......................................56
         Section 3.12.  Servicing Agreements between Master Servicer and
                        Third Party Servicers; Enforcement of Third Party
                        Servicers...........................................56
         Section 3.13.  Liability of the Master Servicer....................57
         Section 3.14.  Collection of Certain Mortgage Loan Payments with
                        respect to an Affiliated Mortgage Loan; Certificate
                        Account.............................................57
         Section 3.15.  Collection of Taxes, Assessments and Other Items,
                        Servicing Account...................................58
         Section 3.16.  Permitted Withdrawals from the Certificate Account..59
         Section 3.17.  Maintenance of Primary Mortgage Insurance
                        Certificates........................................60
         Section 3.18.  Maintenance of Hazard Insurance, Property
                        Protection Expenses.................................60
         Section 3.19.  Assumption and Modification Agreements relating to
                        Mortgage Loans......................................61
         Section 3.20.   Intenionally Omitted...............................61
         Section 3.21.  Realization on Defaulted Mortgage Loans.............61
         Section 3.22.  Trustee to Cooperate; Release of Mortgage Files.....63
         Section 3.23.  Servicing Fee, Payment of Certain Expenses by CMSI..64
         Section 3.24.  Reports.............................................64
         Section 3.25.  Payments by CMSI....................................65
         Section 3.26.  Refinancings of Mortgage Loans......................65

                                   ARTICLE IV
                                  RESERVE FUND
         [Reserved].........................................................66

                                    ARTICLE V
                                THE CERTIFICATES

         Section 5.01.  The Certificates....................................66
         Section 5.02.  Registration of Transfer and Exchange of
                        Certificates........................................67
         Section 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates...70
         Section 5.04.  Persons Deemed Owners...............................70
         Section 5.05.  Access to List of Certificateholders' Names and
                        Addresses...........................................70


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<PAGE>

         Section 5.06.  Definitive Certificates.............................71
         Section 5.07.  Notices to Clearing Agency..........................71


                                   ARTICLE VI
                                      CMSI

         Section 6.01.  Liability of CMSI...................................71
         Section 6.02.  Merger or Consolidation of, or Assumption of the
                        Obligations of, CMSI................................71
         Section 6.03.  Limitation on Liability of CMSI and Others..........71
         Section 6.04.  CMSI Not to Resign..................................72
         Section 6.05.  Maintenance of Office or Agency.....................72
         Section 6.06.  Delegation of Duties................................72
         Section 6.07.  Insurance...........................................72


                                   ARTICLE VII
                                     DEFAULT

         Section 7.01.  Events of Default...................................73
         Section 7.02.  Trustee to Act; Appointment of Successor............74
         Section 7.03.  Notification to Certificateholders..................74

                                  ARTICLE VIII
                                   THE TRUSTEE

         Section 8.01.  Duties of the Trustee...............................74
         Section 8.02.  Certain Matters Affecting the Trustee...............76
         Section 8.03.  Trustee Not Liable for Certificates or Mortgage
                        Loans...............................................77
         Section 8.04.  Trustee May Own Certificates........................77
         Section 8.05.  Trustee's Fees and Expenses.........................77
         Section 8.06.  Eligibility Requirements for Trustee................78
         Section 8.07.  Resignation or Removal of Trustee...................78
         Section 8.08.  Successor Trustee...................................79
         Section 8.09.  Merger or Consolidation of Trustee..................79
         Section 8.10.  Appointment of Co-Trustee or Separate Trustee.......79
         Section 8.11.  Tax Returns.........................................80
         Section 8.12.  Appointment of Authenticating Agent.................80
         Section 8.13.  Delinquency Advances................................82
         Section 8.14.  Advance Account, Trustee Failure Advances...........82

                                   ARTICLE IX
                                   TERMINATION

         Section 9.01.  Termination upon Repurchase by CMSI or Liquidation
                        of all Mortgage Loans...............................84


                                    ARTICLE X
                               GENERAL PROVISIONS

         Section 10.01.  Amendment..........................................86
         Section 10.02.  Recordation of Agreement...........................87
         Section 10.03.  Limitation on Rights of Certificateholders.........87
         Section 10.04.  Governing Law......................................87
         Section 10.05.  Intention of Parties...............................88
         Section 10.06.  Notices............................................88
         Section 10.07.  Severability of Provisions.........................88
         Section 10.08.  Assignment.........................................88


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<PAGE>

        Section 10.09.  Certificates Nonassessable and Fully Paid..........88
        Section 10.10.  Counterparts.......................................88


                                   ARTICLE XI

         Section 11.01.  Annual Statement as to Compliance..................88
         Section 11.02.  Depositories.......................................89



                                       x


<PAGE>

         THESE STANDARD TERMS FOR POOLING AND SERVICING AGREEMENTS FOR
CITICERTIFICATES, dated as of ________, 1999 (the "Standard Terms Document"),
declare the basic terms and conditions upon which one or more series of
pass-through certificates packaged and serviced by Citicorp Mortgage Securities,
Inc. are to be issued, authenticated and delivered from time to time pursuant
to, with respect to each such series, a Pooling and Servicing Agreement (a
"Pooling Agreement") between CMSI as packager, servicer and master servicer, and
the institution named therein as trustee establishing such series.

         This Standard Terms Document as incorporated in a Pooling Agreement
shall apply to the series of pass-through certificates established thereby to
the extent provided therein. Hereinafter, references to the "Pooling Agreement"
and the pass-through certificates executed and delivered thereunder and to terms
such as "this Agreement", "herein", "hereof" and words of similar import shall
refer only to a particular Pooling Agreement, including as and to the extent
incorporated therein this Standard Terms Document, and the series of
pass-through certificates established thereby.

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01. Definitions. Whenever used in this Agreement, the
following words and phrases, unless die context otherwise requires, shall have
the following meanings, and the definitions of such terms are applicable to the
singular as well as the plural form of such terms and to the masculine as well
as to the feminine and neuter genders of such terms. Whenever any reference is
made to an amount the determination or calculation of which is governed by
Section 1.02, the provisions of Section 1.02 shall be applicable to such
determination or calculation, whether or not reference is specifically made to
Section 1.02, unless some other method of calculation or determination is
expressly specified in the particular provision.

         Accountant: A Person engaged in the practice of accounting who (except
when this Pooling Agreement provides that an Accountant must be independent) may
be employed by or affiliated with CMSI or an Affiliate of CMSI.

         Accretion Distribution Amount: As defined in Article XII.

         Accrual CitiCertificates: As defined in Article XII.

         Act: The Securities Act of 1933, as amended.

         Adjusted Balance: With respect to any Mortgage Loan as of any date, the
scheduled principal balance thereof as of the close of business on the first day
of the month in which such date falls (whether or not any scheduled principal
payments have been received), without regard to any adjustments thereof in
connection with Mortgagor bankruptcies (other than a Deficient Valuation), less
any Principal Prepayments thereon or in respect thereof received or posted prior
to the close of business on the business day preceding such first day (or, in
the case of the Cut-Off Date, any Principal Prepayments thereon or in respect
thereof received or posted prior to the close of business on the Cut-Off Date).

         Advance Account: The account established and maintained pursuant to the
Advance Account Depository Agreement. Such account shall meet the requirements
stated in Section 11.02 hereto for the Certificate Account or shall be held in
the corporate trust department of a depository institution with trust powers.


                                       1


<PAGE>

         Advance Account Advances: The aggregate of the Trustee Failure Advances
made from the Advance Account pursuant to Section 8.14, and deposited into the
Certificate Account, the amount of any such Advance Account Advance with respect
to a Distribution Date being no more than the Advance Account Available Advance
Amount.

         Advance Account Available Advance Amount: As defined in the Advance
Account Depository Agreement.

         Advance Account Depository Agreement: The Advance Account Depository
Agreement to be executed by the Advance Account Depository, the Trustee, in its
individual capacity and as Trustee, and the Servicer, substantially in the form
attached hereto on or before an Advance Account Funding Date.

         Advance Account Depository: The depository institution with which the
Advance Account will be maintained pursuant to the Advance Account Depository
Agreement.

         Advance Account Funding Date: The tenth Business Day following the
Advance Account Trigger Date.

         Advance Account Reimbursement Amount: As defined in Section 8.14.

         Advance Account Trigger Applicability: As specified in Article XII.

         Advance Account Trigger Date: The date upon which the senior long term
debt of Citicorp or the Trustee is downgraded by Moody's below Baa3 and Al,
respectively; provided, however, if Moody's has advised the Servicer that such
downgrade would not cause the Class A CitiCertificates, the Class M
CitiCertificates (if any) or the Class B CitiCertificates to be downgraded then
such date shall not be considered an Advance Account Trigger Date for purposes
of this Agreement. If Moody's advises the Servicer pursuant to the above
proviso, Moody's may also specify the new rating levels at which a downgrade
would result in an Advance Account Trigger Date and such rating levels shall
replace the rating levels specified in the preceding sentence.

         Affiliate: With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         Affiliated Certificate Account Advance: With respect to any
Distribution Date, the amount of any Affiliated Uncommitted Cash to be
distributed to Certificateholders to cover Remittance Delinquencies related to
any Affiliated Mortgage Loan on such Distribution Date.

         Affiliated Mortgage Loans: The Mortgage Loans listed in Exhibit B-2
hereto.

         Affiliated Trustee Advances: The aggregate of the advances with respect
to any Affiliated Mortgage Loans made by the Trustee pursuant to Section 8.13,
and deposited into the Certificate Account, the amount of any such Affiliated
Trustee Advance with respect to a Distribution Date being no more than (a) the
aggregate of Remittances on the Affiliated Mortgage Loans that were due on the
preceding Due Date and delinquent as of the related Determination Date less (b)
the sum of Voluntary Advances in respect of Affiliated Mortgage Loans and the
amount of Affiliated Uncommitted Cash.


                                       2


<PAGE>

         Affiliated Uncommitted Cash: Any Uncommitted Cash relating to an
Affiliated Mortgage Loan.

         Agent: As defined in Section 5.02.

         Aggregate Outstanding Advances: As of any Determination Date, the
aggregate of Net Voluntary Advances, Net Trustee Advances and Net Advance
Account Advances made for the period from the Cut-Off Date to such Determination
Date (plus any Voluntary Advances, Trustee Advances, Advance Account Advances,
Affiliated Certificate Account Advances and Third Party Certificate Account
Advances to be made on the next succeeding Distribution Date).

         Aggregate Pool Value Change: With respect to any Determination Date,
an amount equal to

         (a) the aggregate of the Pool Values of all Mortgage Loans, determined
as of the preceding Determination Date (or, in the case of the first
Determination Date, the aggregate of the Pool Values of all Mortgage Loans as of
the Cut-Off Date), less

         (b) the aggregate of the Pool Values of all such Mortgage Loans
determined as of such Determination Date.

         Appraisal: With respect to a Mortgage Loan, the appraisal conducted in
connection with the origination of such Mortgage Loan, whether originated upon
the purchase of the related Mortgaged Property or in connection with a
refinancing.

         Assumed Reinvestment Rate: The respective percentage or percentages per
annum specified in Article XII, compounded monthly unless otherwise specified in
Article XII.

         Authenticating  Agent:  The  Authenticating  Agent  appointed  pursuant
to Section 8.12 and  identified in Article XII which is authorized  by the
Trustee to  authenticate  the  Certificates  on behalf of the Trustee.  The
Authenticating Agent may be an Affiliate of CMSI.

         Authorized Officer: With respect to CMSI, the Chairman of the Board of
Directors, the President, any Executive Vice President, Senior Vice President,
Vice President, Controller, Assistant Controller, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer, or any other natural person
designated in an Officer's Certificate signed by any of the foregoing officers
and furnished to the Trustee.

         Available PO Loss Funds: As defined in Article XII.

         Bankruptcy Code: The United States Bankruptcy Code of 1978, as amended.

         Bankruptcy Coverage Termination Date: The Distribution Date upon which
the Bankruptcy Loss Amount has been reduced to zero or a negative number (or the
Subordination Depletion Date, if earlier).

         Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the Servicer has
notified the Trustee in writing that the Servicer (or its designee) is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of


                                       3

<PAGE>

such Mortgage Loan are being advanced on a current basis without giving effect
to any Debt Service Reduction.

         Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal the
Initial Bankruptcy Loss Amount minus the aggregate amount of Bankruptcy Losses
since the Cut-Off Date. As of any Distribution Date on or after the first
anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a) the
Bankruptcy Loss Amount calculated as of the close of business on the Business
Day immediately preceding the most recent anniversary of the Cut-Off Date
coinciding with or preceding the such Distribution Date (the "Relevant
Anniversary") and (b) the Initial Bankruptcy Loss Amount minus (2) the aggregate
amount of Bankruptcy Losses since the Relevant Anniversary.

         The Bankruptcy Loss Amount may be further reduced by CMSI (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, CMSI shall obtain written confirmation from each Rating
Agency that such reduction shall not adversely affect the then-current rating
assigned to the CitiCertificates by each Rating Agency and shall provide a copy
of such written confirmation to the Trustee.

         Beneficial Owner: With respect to a Certificate held by a Clearing
Agency, the Person who is the beneficial owner of such Certificate as reflected
on the books of such Clearing Agency or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency).

         Book-Entry Certificates: The Classes or Subclasses of CitiCertificates
specified as such in Article XII.

         Business Day: Any day other than a Saturday, a Sunday or a day on which
banking institutions in New York, New York or in the cities where the Trustee,
any Paying Agent, the Servicer, the Subservicer, if any, and (but only if the
day is a day on which deposits of funds received on Third Party Mortgage Loans
is being made to the Trustee by the Third Party Master Servicer) the Third Party
Master Servicer are located are authorized or obligated by law or executive
order to be closed or, if there are Book-Entry Certificates, any day on which
the relevant Clearing Agency is closed.

         Buydown Account: The deposit account or accounts, which may bear
interest, created and maintained by CMSI in the name of the Trustee for the
benefit of the Mortgagors, subject to the rights of the Trustee pursuant to the
Buydown Subsidy Agreements.

         Buydown Funds: Funds contributed at origination by the seller or buyer
of a property subject to a Buydown Mortgage Loan, or by any other source, plus
interest earned thereon, in order to reduce the payments required from the
Mortgagor for a specified period in specified amounts.

         Buydown Mortgage Loan: Any Mortgage Loan in respect of which, pursuant
to a Buydown Subsidy Agreement, (i) the Mortgagor pays less than the full
monthly payments specified the Mortgage Note for a specified period and (ii) the
difference between the payments required under such Buydown Subsidy Agreement
and the Mortgage Note is provided from Buydown Funds.

         Buydown Subsidy Agreement:  The agreement relating to a Buydown
Mortgage Loan pursuant to which an Originator may apply the Buydown Funds to
a Mortgagor's payments.


                                       4


<PAGE>

         Calculated Class A Distribution Amount: With respect to any
Distribution Date, the sum of (a) the Class A Interest Amount, (b) any Class A
Unpaid Interest Shortfall, (c) the Class A Optimal Principal Amount and (d) the
PO Loss Amount.

         Calculated Servicing Fee: With respect to any Distribution Date, the
Servicing Fee for each Affiliated Mortgage Loan as set forth in Article XII
without regard to whether the Servicer has received a payment on account of
interest with respect to such Mortgage Loan.

         Certificate: Any CitiCertificate or Residual Certificate.

         Certificate Account: The account or accounts created and maintained
pursuant to Sections 3.02 and 3.04. The term Certificate Account shall be deemed
to include an Alternative Certificate Account (as defined in Section 11.02).

         Certificate  Account  Deposit  Date:  As to any Distribution Date, the
Business  Day  preceding  such Distribution Date.

         Certificate Rate: With respect to any Class or Subclass of
CitiCertificates or Certificates, the rate per annum at which interest accrues
on Certificates of such Class or such Subclass, as specified in Article XII.

         Certificate Register and Certificate Registrar: The register maintained
pursuant to Section 5.02 and the Certificate Registrar identified in
Article XII.

         Certificateholder  or Holder:  The Person in whose name a Certificate
is registered in the Certificate Register.

         Citibank: Citibank, N.A., a national banking association.

         CitiCertificateholder: A Holder of a CitiCertificate.

         CitiCertificates: The certificates defined as such pursuant to
Article XII.

         Class:...With respect to CitiCertificates, any group of
CitiCertificates designated as a Class in Article XII, with respect to any Class
L Regular Interests, the regular interests in the Constituent REMIC designated
as such in Article XII, and with respect to Residual Certificates, all Residual
Certificates having the same Class designation.

         Class A Certificateholder: A registered holder of a Class A
CitiCertificate.

         Class A CitiCertificate: A Certificate of any Class or Subclass
designated as a Class A CitiCertificate in Article XII.

         Class A Interest Amount: With respect to any Distribution Date prior to
the Subordinated Depletion Date, the sum of the Class A Subclass Interest
Amounts with respect to such Distribution Date.

         Class A Optimal Principal Amount: As defined in Article XII.

         Class A Non-PO Principal Amount: As defined in Article XII.

         Class A Percentage: As defined in Article XII.


                                       5


<PAGE>

         Class A Prepayment Percentage: As defined in Article XII.

         Class A Principal Distribution Amount: As defined in Article XII.

         Class A Principal-Only Subclass:  As defined in Article XII.

         Class A PO Principal Amount: As defined in Article XII.

         Class A PO Subclass: As defined in Article XII.

         Class A Principal Amount: The sum of the Class A Subclass Principal
Amounts of the Class A Subclasses.

         Class A Subclass: As specified in Article XII.

         Class A Subclass Interest Amount: As to any Distribution Date and any
Class A Subclass (other than a Class A Principal-Only Subclass), (i) the amount
of interest accrued during the related Interest Accrual Period at the applicable
Certificate Rate on the Class A Subclass Principal Amount (or in the case of any
interest only Subclass, the notional amount) of such Class A Subclass as of the
Determination Date preceding such Distribution Date minus (ii) the Class A
Subclass Interest Percentage of such Class A Subclass of (x) any Non-Supported
Interest Shortfall allocated to the Class A CitiCertificates (other than a Class
A Principal-Only Subclass) with respect to such Distribution Date and (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class A CitiCertificates (other than a
Class A Principal-Only Subclass) with respect to such Distribution Date pursuant
to Section 13.02(e).

         Class A Subclass Interest Percentage: As to any Distribution Date and
any Class A Subclass (other than a Class A Principal-Only Subclass), the
percentage calculated by dividing the Class A Subclass Interest Amount of such
Class A Subclass (determined without regard to clause (ii) of the definition
thereof) by the Class A Interest Amount (determined without regard to clause
(ii) of the definition of each Class A Subclass Interest Amount).

         Class A Subclass Interest Shortfall Amount: As to any Distribution Date
and Class A Subclass (other than a Class A Principal-Only Subclass), any amount
by which the Class A Subclass Interest Amount of such Class A Subclass with
respect to such Distribution Date exceeds the amount distributed in respect of
such Class A Subclass on such Distribution Date pursuant to Paragraph second of
Section 13.01(b).

         Class A Subclass Loss Denominator: As to any Distribution Date, an
amount equal to the sum of (1) the Class A Subclass Principal Amounts of the
Class A Subclasses (other than the Class A PO Subclass and any Class A Subclass
of Accrual CitiCertificates) and (2) the lesser of the Class A Subclass
Principal Amount or the initial Class A Subclass Principal Amount of each Class
A Subclass of Accrual CitiCertificates, in each case, determined as of the
preceding Distribution Date (after giving effect to distributions in reduction
of Principal Amounts and allocations of losses on such date).

         Class A Subclass Loss Percentage: As to any Distribution Date and any
Class A Subclass (other than the Class A PO Subclass and any Class A Subclass of
Accrual CitiCertificates), the percentage calculated by dividing the Class A
Subclass Principal Amount of such Class A Subclass by the Class A Subclass Loss
Denominator, in each case determined as of the preceding Distribution Date
(after giving effect to distributions in reduction of Principal Amount and
allocations of losses on such date); provided that in the


                                       6


<PAGE>

case of any interest only Subclass, such percentage shall be zero for all
Distribution Dates. As to any Distribution Date and any Class A Subclass of
Accrual CitiCertificates, the percentage calculated by dividing (i) the lesser
of the Class A Subclass Principal Amount or the initial Class A Subclass
Principal Amount of such Class A Subclass of Accrual CitiCertificates by (ii)
the Class A Subclass Loss Denominator, in each case determined as of the
preceding Distribution Date (after giving effect to distributions in reduction
of Principal Amount and allocations of losses on such date).

         Class A Subclass Principal Amount: As defined in Article XII.

         Class A Subclass Unpaid Interest Shortfall: As to any Distribution Date
and Class A Subclass, the amount, if any, by which the aggregate of the Class A
Subclass Interest Shortfall Amounts for such Class A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class A Subclass on prior Distribution Dates pursuant to Paragraph third of
Section 13.01(b) or, after the Subordination Depletion Date, pursuant to
13.01(c).

         Class A Unpaid Interest Shortfall: As to any Distribution Date prior to
the Subordination Depletion Date, an amount equal to the sum of the Class A
Subclass Unpaid Interest Shortfall for the Class A Subclasses.

         Class B Certificateholder: A registered holder of a Class B
CitiCertificate.

         Class B CitiCertificate: A Certificate of any Class or Subclass
designated as a Class B CitiCertificate in Article XII.

         Class B Interest Amount: As to any Distribution Date, the sum of the
Class B Subclass Interest Amounts with respect to such Distribution Date.

         Class B Percentage: As defined in Article XII.

         Class B Prepayment Percentage: As defined in Article XII.

         Class B Principal Distribution Amount: With respect to any Distribution
Date the sum of the Class B-1 Principal Distribution Amount, Class B-2 Principal
Distribution Amount, Class B-3 Principal Distribution Amount, Class B-4
Principal Distribution Amount and Class B-5 Principal Distribution Amount.

         Class B Principal Amount: As to any Distribution  Date, the sum of the
Class B Subclass  Principal Amounts of the Class B Subclasses.

         Class B Subclasses: As specified in Article XII.

         Class B Subclass Interest Amount: As to any Distribution Date and any
Class B Subclass, (i) the amount of interest accrued during the related Interest
Accrual Period at the applicable Certificate Rate on the Class B Subclass
Principal Amount of such Class B Subclass as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Subclass Interest Percentage of
such Class B Subclass of (x) any Non-Supported Interest Shortfall allocated to
the Class B CitiCertificates with respect to such Distribution Date and (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class B CitiCertificates with respect
to such Distribution Date pursuant to Section 13.02(e).


                                       7


<PAGE>

         Class B Subclass Interest Percentage: As to any Distribution Date and
any Class B Subclass, the percentage calculated by dividing the Class B Subclass
Interest Amount of such Class B Subclass (determined without regard to clause
(ii) of the definition thereof) by the Class B Interest Amount (determined
without regard to clause (ii) of the definition of each Class B Subclass
Interest Amount).

         Class B Subclass Principal Amount: As to the first Distribution Date
and any Class B Subclass, the Initial Principal Amount of such Class B Subclass
as set forth in Section 12.01(a). As of any subsequent Distribution Date, the
lesser of (i) such Initial Principal Amount less the sum of (a) all amounts
previously distributed in respect of such Class B Subclass on prior Distribution
Dates pursuant to Paragraphs eleventh, fourteenth, seventeenth, twentieth and
twenty-third, as applicable, of Section 13.01(b) and (b) the Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses previously
allocated to such Class B Subclass pursuant to Section 13.02 and (ii) the Pool
Adjusted Balance less the sum of the Class A Principal Amount, the Class M
Principal Amount and the Class B Subclass Principal Amounts of the Class B
Subclasses with lower numerical designations each as of the preceding
Distribution Date (after taking into account distributions in reduction of
Principal Amount and the allocation of any Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses on such date).

         Class B Unpaid Interest Shortfall: With respect to any Distribution
Date, the sum of the Class B-1 Unpaid Interest Shortfall, Class B-2 Unpaid
Interest Shortfall, Class B-3 Unpaid Interest Shortfall, Class B-4 Unpaid
Interest Shortfall and Class B-5 Unpaid Interest Shortfall.

         Class B-1 Interest Shortfall Amount: As to any Distribution Date any
amount by which the Class B Subclass Interest Amount of the Class B-1
CitiCertificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 CitiCertificates pursuant to Paragraph
ninth of Section 13.01(b).

         Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of

         (i)      the Class B-1 Percentage of the applicable Non-PO Percentage
of (A) the principal portion of all Monthly Payments due on the Due Date
occurring in the month of such Distribution Date on each Outstanding Mortgage
Loan, less (B) if the Bankruptcy Coverage Termination Date has occurred, the
principal portion of Debt Service Reductions;

         (ii)     the Class B-1 Prepayment Percentage of the applicable Non-PO
Percentage of all partial Principal Prepayments received by the Servicer during
the month preceding the month in which such Distribution Date occurs, together
with the Class B-1 Prepayment Percentage of the applicable Non-PO Percentage of
the Adjusted Balance of each Mortgage Loan which was the subject of a Principal
Prepayment in full during the month preceding the month of such Distribution
Date;

         (iii)    the Class B-1 Prepayment Percentage of the applicable Non-PO
Percentage of the difference between (1) the aggregate Net Liquidation Proceeds
from each Mortgage Loan which became a Liquidated Loan during the month
preceding the month of such Distribution Date minus any unreimbursed Voluntary
Advances in respect of principal previously made by the Servicer and (2) the
portion of such aggregate Net Liquidation Proceeds allocable to interest;

         (iv)     the Class B-1 Prepayment Percentage of the applicable Non-PO
Percentage of the Adjusted Balance of each Mortgage Loan which was repurchased
by CMSI during such preceding month pursuant to Section 2.03; and


                                       8


<PAGE>

         (v)      the  amount of any recovery in respect of a Realized Loss
allocated to the Class B-1 CitiCertificates pursuant to Section 13.02(d).

         Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Class B Percentage by (ii) a fraction, the
numerator of which is the Class B Subclass Principal Amount of the Class B-1
CitiCertificates and the denominator of which is the sum of the Class B Subclass
Principal Amounts of the Class B Subclasses (eligible to receive principal
distributions for such Distribution Date in accordance with Section 13.01(d)),
each as of the immediately preceding Distribution Date (after giving effect to
any distributions in reduction of Principal Amount and the allocation of any
losses on such date).

         Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Class B Prepayment Percentage by
(ii) a fraction, the numerator of which is the Class B Subclass Principal Amount
of the Class B-1 CitiCertificates and the denominator of which is the sum of the
Class B Subclass Principal Amounts of the Class B Subclasses (eligible to
receive principal distributions for such Distribution Date in accordance with
Section 13.01(d)), each as of the immediately preceding Distribution Date (after
giving effect to any distributions in reduction of Principal Amount and the
allocation of any losses on such date).

         Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the amount distributed in respect of the Class B-1
CitiCertificates pursuant to Paragraph eleventh of Section 13.01(b).

         Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 CitiCertificates in prior Distribution Dates pursuant
to Paragraph tenth of Section 13.01(b).

         Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Amount of the Class B-2
CitiCertificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 CitiCertificates on such Distribution
Date pursuant to Paragraph twelfth of Section 13.01(b).

         Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of:

         (i)      the Class B-2 Percentage of the applicable Non-PO Percentage
of (A) the principal portion of all Monthly Payments due on the Due Date
occurring in the month of such Distribution Date on each Outstanding Mortgage
Loan, less (B) if the Bankruptcy Coverage Termination Date has occurred, the
principal portion of Debt Service Reductions;

         (ii)     the Class B-2 Prepayment Percentage of the applicable Non-PO
Percentage of all partial Principal Prepayments received by the Servicer during
the month preceding the month in which such Distribution Date occurs, together
with the Class B-2 Prepayment Percentage of the applicable Non-PO Percentage of
the Adjusted Balance of each Mortgage Loan which was the subject of a Principal
Prepayment in full during the month preceding the month of such Distribution
Date;

         (iii)    the Class B-2 Prepayment Percentage of the applicable Non-PO
Percentage of the difference between (1) the aggregate Net Liquidation Proceeds
from each Mortgage Loan which became a Liquidated Loan during the month
preceding the month of such Distribution Date minus any unreimbursed Voluntary
Advances in respect of principal previously made by the Servicer and (2) the
portion of such aggregate Net Liquidation Proceeds allocable to interest;


                                       9


<PAGE>

         (iv)     the Class B-2 Prepayment Percentage of the applicable Non-PO
Percentage of the Adjusted Balance of each Mortgage Loan which was repurchased
by CMSI during such preceding month pursuant to Section 2.03; and

         (v)      the amount of any recovery in respect of a Realized Loss
allocated to the Class B-2 CitiCertificates pursuant to Section 13.02(d).

         Class B-2 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the Percentage calculated by multiplying (i) the Class B
Percentage by (ii) a fraction, the numerator of which is the Class B Subclass
Principal Amount of the Class B-2 CitiCertificates and the denominator of which
is the sum of the Class B Subclass Principal Amounts of the Class B Subclasses
(eligible to receive principal distributions for such Distribution Date in
accordance with Section 13. 01(d)), each as of the immediately preceding
Distribution Date (after giving effect to any distributions in reduction of
Principal Amount and the allocation of any losses on such date). In the event
that the Class B-2 CitiCertificates are not eligible to receive distributions of
principal in accordance with Section 13.01(d), the Class B-2 Percentage for such
Distribution Date will be zero.

         Class B-2 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Class B Prepayment Percentage by (ii) a fraction, the numerator of which is the
Class B Subclass Principal Amount of the Class B-2 CitiCertificates and the
denominator of which is the sum of the Class B Subclass Principal Amounts of the
Class B Subclasses (eligible to receive principal distributions for such
Distribution Date in accordance with Section 13.01(d)), each as of the
immediately preceding Distribution Date (after giving effect to any
distributions in reduction of Principal Amount and the allocation of any losses
on such date), In the event that the Class B-2 CitiCertificates are not eligible
to receive distributions of principal in accordance with Section 13.01(d), the
Class B-2 Prepayment Percentage for such Distribution Date will be zero.

         Class B-2 Principal Distribution Amount: With respect to any
Distribution Date the amount distributed in respect of the Class B-2
CitiCertificates pursuant to Paragraph fourteenth of Section 13.01(b).

         Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 CitiCertificates on prior Distribution Dates pursuant
to Paragraph thirteenth of Section 13.01(b).

         Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Amount of the Class B-3
CitiCertificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 CitiCertificates on such Distribution
Date pursuant to Paragraph fifteenth of Section 13.01(b).

         Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of:

         (i)      the Class B-3 Percentage of the applicable Non-PO Percentage
of (A) the principal portion of all Monthly Payments due on the Due Date
occurring in the month of such Distribution Date on each Outstanding Mortgage
Loan, less (B) if the Bankruptcy Coverage Termination Date has occurred, the
principal portion of Debt Service Reductions;

         (ii)     the Class B-3 Prepayment Percentage of the applicable Non-PO
Percentage of all partial Principal Prepayments received by the Servicer during
the month preceding the month in which such Distribution Date occurs, together
with the Class B-3 Prepayment Percentage of the applicable Non-PO


                                       10


<PAGE>

Percentage of the Adjusted Balance of each Mortgage Loan which was die subject
of a Principal Prepayment in full during the month preceding the month of such
Distribution Date;

         (iii)    the Class B-3 Prepayment Percentage of the applicable Non-PO
Percentage of the difference between (1) the aggregate Net Liquidation Proceeds
from each Mortgage Loan which became a Liquidated Loan during the month
preceding the month of such Distribution Date minus any unreimbursed Voluntary
Advances in respect of principal previously made by the Servicer and (2) the
portion of such aggregate Net Liquidation Proceeds allocable to interest;

         (iv)     the Class B-3 Prepayment Percentage of the applicable Non-PO
Percentage of the Adjusted Balance of each Mortgage Loan which was repurchased
by CMSI during such preceding month pursuant to Section 2.03; and

         (v)     the amount of any recovery in respect of a Realized Loss
allocated to the Class B-3 CitiCertificates pursuant to Section 13.02(d).

         Class B-3 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the Class B
Percentage by (ii) a fraction, the numerator of which is the Class B Subclass
Principal Amount of the Class B-3 CitiCertificates and the denominator of which
is the sum of the Class B Subclass Principal Amounts of the Class B Subclasses
(eligible to receive principal distributions for such Distribution Date in
accordance with Section 13.01(d)), each as of the immediately preceding
Distribution Date (after giving effect to any distributions in reduction of
Principal Amount and the allocation of any losses on such date). In the event
that the Class B-3 CitiCertificates are not eligible to receive distributions of
principal in accordance with Section 13.01(d), the Class B-3 Percentage for such
Distribution Date will be zero.

         Class B-3 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Class B Prepayment Percentage by (ii) a fraction, the numerator of which is the
Class B Subclass Principal Amount of the Class B-3 CitiCertificates and the
denominator of which is the sum of the Class B Subclass Principal Amounts of the
Class B Subclasses (eligible to receive principal distributions for such
Distribution Date in accordance with Section 13.01(d)), each as of the
immediately preceding Distribution Date (after giving effect to any
distributions in reduction of Principal Amount and the allocation of any losses
on such date). In the event that the Class B-3 CitiCertificates are not eligible
to receive distributions of principal in accordance with Section 13.01(d), the
Class B-3 Prepayment Percentage for such Distribution Date will be zero.

         Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the amount distributed in respect of the Class B-3
CitiCertificates pursuant to Paragraph seventeenth of Section 13.01(b).

         Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 CitiCertificates on prior Distribution Dates pursuant
to Paragraph sixteenth of Section 13.01(b).

         Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Amount of the Class B-4
CitiCertificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 CitiCertificates on such Distribution
Date pursuant to Paragraph eighteenth of Section 13.01(b).

         Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of:


                                       11


<PAGE>

         (i)      the Class B-4 Percentage of the applicable Non-PO Percentage
of (A) the principal portion of all Monthly Payments due on the Due Date
occurring in the month of such Distribution Date on each Outstanding Mortgage
Loan, less (B) if the Bankruptcy Coverage Termination Date has occurred, the
principal portion of Debt Service Reductions;

         (ii)     the Class B-4 Prepayment Percentage of the applicable Non-PO
Percentage of all partial Principal Prepayments received by the Servicer during
the month preceding the month in which such Distribution Date occurs, together
with the Class B-4 Prepayment Percentage of the applicable Non-PO Percentage of
the Adjusted Balance of each Mortgage Loan which was subject of a Principal
Prepayment in full during the month preceding the month of such Distribution
Date;

         (iii)    the Class B-4 Prepayment Percentage of the applicable Non-PO
Percentage of the difference between (1) the aggregate Net Liquidation Proceeds
from each Mortgage Loan which became a Liquidated Loan during the month
preceding the month of such Distribution Date minus any unreimbursed Voluntary
Advances in respect of principal previously made by the Servicer and (2) the
portion of such aggregate Net Liquidation Proceeds allocable to interest;

         (iv)     the Class B-4 Prepayment Percentage of the applicable Non-PO
Percentage of the Adjusted Balance of each Mortgage Loan which was repurchased
by CMSI during such preceding month pursuant to Section 2.03; and

         (v)     the amount  of  any  recovery  in  respect  of a  Realized
Loss allocated to the Class B-4 CitiCertificates pursuant to Section 13.02(d).

         Class B-4 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the Class B
Percentage by (ii) a fraction, the numerator of which is the Class B Subclass
Principal Amount of the Class B-4 CitiCertificates and the denominator of which
is the sum of the Class B Subclass Principal Amounts of the Class B Subclasses
(eligible to receive principal distributions for such Distribution Date in
accordance with Section 13.01(d)), each as of the immediately preceding
Distribution Date (after giving effect to any distributions in reduction of
Principal Amount and the allocation of any losses on such date). In the event
that the Class B-4 CitiCertificates are not eligible to receive distributions of
principal in accordance with Section 13.01(d), the Class B-4 Percentage for such
Distribution Date will be zero.

         Class B-4 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Class B Prepayment Percentage by (ii) a fraction, the numerator of which is the
Class B Subclass Principal Amount of the Class B-4 CitiCertificates and the
denominator of which is the sum of the Class B Subclass Principal Amounts of the
Class B Subclasses (eligible to receive principal distributions for such
Distribution Date in accordance with Section 13.01(d)), each as of the
immediately preceding Distribution Date (after giving effect to any
distributions in reduction of Principal Amount and the allocation of any losses
on such date). In the event that the Class B-4 CitiCertificates are not eligible
to receive distributions of principal in accordance with Section 13.01(d), the
Class B-4 Prepayment Percentage for such Distribution Date will be zero.

         Class B-4 Principal Distribution Amount: With respect to any
Distribution Date, the amount distributed in respect of the Class B-4
CitiCertificates pursuant to Paragraph twentieth of Section 13.01(b).

         Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts


                                       12


<PAGE>

distributed in respect of the Class B-4 CitiCertificates on prior Distribution
Dates pursuant to Paragraph nineteenth of Section 13.01(b).

         Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Amount of the Class B-5
CitiCertificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 CitiCertificates on such Distribution
Date pursuant to Paragraph twenty-first of Section 13.01(b).

         Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of:

         (i)      the Class B-5 Percentage of the applicable Non-PO Percentage
of (A) the principal portion of all Monthly Payments due on the Due Date
occurring in the month of such Distribution Date on each Outstanding Mortgage
Loan, less (B) if the Bankruptcy Coverage Termination Date has occurred, the
principal portion of Debt Service Reductions;

         (ii)     the Class B-5 Prepayment Percentage of the applicable Non-PO
Percentage of all partial Principal Prepayments received by the Servicer during
the month preceding the month in which such Distribution Date occurs, together
with the Class B-5 Prepayment Percentage of the applicable Non-PO Percentage of
the adjusted Balance of each Mortgage Loan which was subject of a Principal
Prepayment in full during the month preceding the month of such Distribution
Date;

         (iii)    the Class B-5 Prepayment Percentage of the applicable Non-PO
Percentage of the difference between (1) the aggregate Net Liquidation Proceeds
from each Mortgage Loan which became a Liquidated Loan during the month
preceding the month of such Distribution Date minus any unreimbursed Voluntary
Advances in respect of principal previously made by the Servicer and (2) the
portion of such aggregate Net Liquidation Proceeds allocable to interest;

         (iv)     the Class B-5 Prepayment Percentage of the applicable Non-PO
Percentage of the Adjusted Balance of each Mortgage Loan which was repurchased
by CMSI during such preceding month pursuant to Section 2.03; and

         (v)      the amount of any recovery in respect of a  Realized Loss
allocated to the Class B-5 CitiCertificates pursuant to Section 13.02(d).

         Class B-5 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the Class B
Percentage by (ii) a fraction, the numerator of which is the Class B Subclass
Principal Amount of the Class B-5 CitiCertificates and the denominator of which
is the sum of the Class B Subclass Principal Amounts of the Class B Subclasses
(eligible to receive principal distributions for such Distribution Date in
accordance with Section 13.01(d)), each as of the immediately preceding
Distribution Date (after giving effect to any distributions in reduction of
Principal Amount and the allocation of any losses on such date). in the event
that the Class B-5 CitiCertificates are not eligible to receive distributions of
principal in accordance with Section 13.01(d), the Class B-5 Percentage for such
Distribution Date will be zero.

         Class B-5 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Class B Prepayment Percentage by (ii) a fraction, the numerator of which is the
Class B Subclass Principal Amount of the Class B-5 CitiCertificates and the
denominator of which is the sum of the Class B Subclass Principal Amounts of the
Class B Subclasses (eligible to receive principal distributions for such
Distribution Date in accordance with Section 13.01(d)), each as of the
immediately preceding Distribution Date (after giving effect to any
distributions in reduction


                                       13


<PAGE>

of Principal Amount and the allocation of any losses on such date). In the event
that the Class B-5 CitiCertificates are not eligible to receive distributions of
principal in accordance with Section 13.01(d), the Class B-5 Prepayment
Percentage for such Distribution Date will be zero.

         Class B-5 Principal Distribution Amount: With respect to any
Distribution Date, the amount distributed in respect of the Class B-5
CitiCertificates pursuant to Paragraph twenty-third of Section 13.0 l(b).

         Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 CitiCertificates on prior Distribution Dates pursuant
to Paragraph twenty-second of Section 13.01(b).

         Class L Regular  Interests:  Any uncertificated REMIC regular interests
designated as such pursuant to Article XII.

         Class LR Certificate: Any Residual Certificate designated as such in
Article XII.

         Class M Certificateholder: A Holder of a Class M CitiCertificate.

         Class M Interest Amount: As to any Distribution Date, the amount of
interest accrued during the related Interest Accrual Period at the applicable
Certificate Rate on the Class M Principal Amount minus (x) any Non-Supported
Interest Shortfall allocated to the Class M CitiCertificates with respect to
such Distribution Date and (y) the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class
M CitiCertificates with respect to such Distribution Date pursuant to Section
13.02(e).

         Class M Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class M Interest Amount with respect to such Distribution
Date exceeds the amount distributed in respect of the Class M CitiCertificates
on such Distribution Date pursuant to Paragraph sixth of Section 13.01(b).

         Class M Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of:

         (i)      the Class M Percentage of the applicable Non-PO Percentage of
(A) the principal portion of all Monthly Payments due on the Due Date occurring
in the month of such Distribution Date on each Outstanding Mortgage Loan, less
(B) if the Bankruptcy Coverage Termination Date has occurred, the principal
portion of Debt Service Reductions;

         (ii)     the Class M Prepayment Percentage of the applicable Non-PO
Percentage of all partial Principal Prepayments received by the Servicer during
the month preceding the month in which such Distribution Date occurs, together
with the Class M Prepayment Percentage of the applicable Non-PO Percentage of
the Adjusted Balance of each Mortgage Loan which was subject of a Principal
Prepayment in full during the month preceding the month of such Distribution
Date;

         (iii)    the Class M Prepayment Percentage of the applicable Non-PO
Percentage of the difference between (1) the aggregate Net Liquidation Proceeds
from each Mortgage Loan which became a Liquidated Loan during the month
preceding the month of such Distribution Date minus any unreimbursed Voluntary
Advances in respect of principal previously made by the Servicer and (2) the
portion of such aggregate Net Liquidation Proceeds allocable to interest;


                                       14


<PAGE>

         (iv)     the Class M Prepayment Percentage of the applicable Non-PO
Percentage of the Adjusted Balance of each Mortgage Loan which was repurchased
by CMSI during such preceding month pursuant to Section 2.03; and

         (v)      the amount of any recovery in respect of a Realized Loss
allocated to the Class M CitiCertificates pursuant to Section 13.02(d).

         Class M Percentage: (a) as to any Distribution Date on which any Class
B Subclass is eligible to receive distributions in reduction of Principal
Amount, the percentage calculated by multiplying (i) the Subordinated Percentage
by (ii) a fraction, the numerator of which is the Class M Principal Amount and
the denominator of which is the sum of the Class M Principal Amount and the
Class B Subclass Principal Amounts of the Class B Subclasses eligible to receive
principal distributions for such Distribution Date in accordance with Section
13.01(d), each as of the immediately preceding Distribution Date (after giving
effect to any distributions in reduction of Principal Amount and the allocation
of any losses on such date) or (b) on all other Distribution Dates, the
Subordinated Percentage.

         Class M Prepayment Percentage: (a) as to any Distribution Date on which
any Class B Subclass is eligible to receive distributions in reduction of
Principal Amount, the percentage calculated by multiplying (i) the Subordinated
Prepayment Percentage by (ii) a fraction, the numerator of which is the Class M
Principal Amount and the denominator of which is the sum of the Class M
Principal Amount and the Class B Subclass Principal Amounts of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with Section 13.01(d), each as of the immediately preceding
Distribution Date (after giving effect to any distributions in reduction of
Principal Amount and the allocation of any losses on such date) or (b) on all
other Distribution Dates, the Subordinated Prepayment Percentage.

         Class M Principal Distribution Amount: With respect to any Distribution
Date, the amount distributed in respect of the Class M CitiCertificates pursuant
to Paragraph eighth of Section 13.01(b).

         Class M Principal Amount: As of any Distribution Date the lesser of (a)
the Initial Principal Amount of the Class M CitiCertificates less (i) all
amounts previously distributed to holders thereof in reduction of Principal
Amount and (ii) such Class's pro rata share of the Non-PO Percentage of the
principal portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses previously allocated to the Class M CitiCertificates
and (b) the Pool Adjusted Balance minus the Class A Principal Amount, each as of
the immediately preceding Distribution Date (after taking into account
distributions in reduction of Principal Amount and the allocation of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses on such
date).

         Class M Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class M Interest Shortfall Amounts
for prior Distribution Dates is in excess of the amounts distributed in respect
of the Class M CitiCertificates on prior Distribution Dates pursuant to
Paragraph seventh of Section 13.01(b).

         Class R Certificate: Any Residual Certificate designated as such in
Article XII.

         Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act and the regulations of the
Commission thereunder. The initial Clearing Agency is as designated in Article
XII.


                                       15


<PAGE>

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

         CMSI:  Citicorp Mortgage Securities, Inc., a corporation organized and
existing under the laws of the State of Delaware, or its successors in interest.

         CMSI Order: A written order or request signed in the name of CMSI by an
Authorized Officer thereof.

         Code: The Internal Revenue Code of 1986, as it may be amended from time
to time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations issued pursuant thereto.

         Commission: The Securities and Exchange Commission.

         Compensating Cap: With respect to any Distribution Date, the lesser of
(a) the aggregate amount of the Servicing Fee actually received on the
Affiliated Mortgage Loans for such Distribution Date and (b) the product of (x)
0.125% and (y) one-twelfth of the aggregate Adjusted Balance of the Affiliated
Mortgage Loans as of the preceding Distribution Date.

         Constituent REMICs: Each of the one or more segregated asset pools
designated in Article XII as a REMIC within the Trust Fund.

         Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business shall be administered, which
office at the date of the execution of this Agreement is located at the address
set forth in Article XII.

         Custodial Account for P&I: The custodial account for principal and
interest established and maintained as a separate account by each Third Party
Servicer pursuant to its Third Party Servicing Agreement and caused to be
established and maintained by the Third Party Servicer, pursuant to Section
3.03.

         Cut-Off Date: As defined in Article XII.

         Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code or any other similar
state law, except such a reduction constituting a Deficient Valuation.

         Deficient Valuation: With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code, or any other
similar state law.

         Definitive Securities: Any Class or Subclass of CitiCertificates or the
Residual Certificates issued in definitive, fully registered form in accordance
with the provisions of Section 5.06 hereof.

         Delinquent Amount: As of any Determination Date, an amount equal to (a)
the sum of (i) all Remittance Delinquencies (net of Uncovered Remittance
Delinquencies) as of such date, (ii) the aggregate amount of all previous Third
Party Certificate Account Advances and Affiliated Certificate Account


                                       16


<PAGE>

Advances not yet reimbursed to the Certificate Account and (iii) Net Voluntary
Advances from the Cut-Off Date through such Determination Date, minus (b) the
sum of (i) the Voluntary Advance, if any, for the Distribution Date next
following such Determination Date and (ii) the Third Party Uncommitted Cash and
Affiliated Uncommitted Cash, if any, as of such Determination Date.

         Deposit Date: Except as otherwise defined in Article XII, the Business
Day preceding each Distribution Date or if a Certificate Account is held at
Citibank, such Distribution Date.

         Depository: The bank or banks (which may be Citibank, N.A. or Citibank
(New York State)) or savings and loan association or associations or trust
company or companies (which may be the Trustee or which may be, directly or
indirectly, controlled by or under common control with CMSI) at which the
Certificate Account, Buydown Account, Escrow Account, Custodial Account for P&I
and Servicing Account are established or maintained pursuant to Section 3.02,
3.03 or 3.15. Each Depository must meet the requirements set forth in Section
11.02.

         Determination Date: The date or dates specified in Article XII.

         Disqualified Organization: As defined in Section 5.02.

         Distribution Date: The date or dates specified in Article XII.

         Distribution Date Statement: The statement required to be delivered
pursuant to Section 3.04(f).

         Due Date: The first day of each calendar month.

         Due Period: With respect to any Determination Date, the period
beginning at the close of business on the first day of the month next preceding
the month of such Determination Date (or, in the case of the Due Period that is
applicable to the first Determination Date, beginning at the close of business
on the Cut-Off Date) and ending at the close of business on the first day of the
month of such Determination Date.

         Eligible Account: Either (A) a segregated account or accounts
maintained at Citibank, N.A., provided that the short-term unsecured debt
obligations of Citibank, N.A. are rated at least "A-1" by S&P if S&P is a Rating
Agency, "F-l" by Fitch if Fitch is a Rating Agency, and "P-1" by Moody's if
Moody's is a Rating Agency, or (B) a segregated account or accounts maintained
with an institution whose deposits are insured by the Bank Insurance Fund or the
Savings Association Insurance Fund of the FDIC, the unsecured and
uncollateralized debt obligations of which shall be rated at least in the
category of "AA" by S&P if S&P is a Rating Agency, in the category of "AA" by
Fitch if Fitch is a Rating Agency, and in the category of "AA" by Moody's if
Moody's is a Rating Agency, and which has a short term rating of at least "A-1"
by S&P if S&P is a Rating Agency, "F-1" by Fitch if Fitch is a Rating Agency,
and "P-1" by Moody's if Moody's is a Rating Agency and which is either (i) a
federal savings and loan association duly organized, validly existing and in
good standing under the federal banking laws, (ii) an institution duly
organized, validly existing and in good standing under the applicable banking
laws of any state, (iii) a national banking association duly organized, validly
existing and in good standing under the federal banking laws and (iv) a
principal subsidiary of a bank holding company or (C) a trust account (which
shall be a "special deposit account") maintained with the trust department of a
federal or state chartered depository institution or of a trust company, having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity. Any Eligible Accounts maintained with the Trustee shall conform to the
preceding clause (C).

         Eligible Investments: Any one or more of the following obligations or
securities:


                                       17


<PAGE>

         (i)      direct obligations of, and obligations fully guaranteed by,
the United States of America, FHLMC, FNMA, the Farm Credit Banks, the Federal
Home Loan Banks, the Student Loan Marketing Association (but only with respect
to obligations backed by letters of credit or senior obligations) or any agency
or instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America; provided,
however, that any obligation of, or guaranteed by, the Federal Home Loan Banks
or the Farm Credit Banks or any obligation of. or guaranteed by, FHLMC or FNMA,
other than a senior debt obligation of FHLMC or FNMA or a mortgage participation
or pass-through certificate guaranteed by FHLMC or FNMA, excluding stripped
mortgage securities which are valued greater than par on the portion of unpaid
principal, shall be an Eligible Investment only if, at the time of investment,
such investment is acceptable to each Rating Agency;

         (ii)     Federal Funds, demand and time deposits in, certificates of
deposits of, or bankers' acceptances issued by, any depository institution or
trust company (including the Trustee or any agent of the Trustee, acting in
their respective commercial capacities) incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment or contractual commitment providing for such investment the
certificate of deposit or other unsecured short-term debt obligations of such
depository institution or trust company have a credit rating of not less than
"A-1" by S&P if S&P is a Rating Agency, "P-1" by Moody's if Moody's is a Rating
Agency, and "F-1" by Fitch if Fitch is a Rating Agency; each such investment
being expressly authorized and deemed authorized by a Certificateholder's
purchase and/or acceptance of any Residual Certificate when acting in the
capacity of a fiduciary (including a "fiduciary" of an "employee benefit plan"
subject to ERISA, as those term are defined in Sections 3(21) and 3(3) of ERISA,
respectively) which purchase and/or acceptance shall also evidence and be deemed
to evidence any such Certificateholder's representation and warranty to CMSI and
the Trustee that such Certificateholder is duly authorized by and empowered
under appropriate governing instruments (for example, an employee benefit plan,
in the case of an ERISA fiduciary) to give such authorization; and money market
funds investing exclusively in any of the investments discussed in this
definition of Eligible Investments with a rating of not less than "A-1" by S&P
if S&P is a Rating Agency, "F-1" by Fitch if Fitch is a Rating Agency and "P-1"
by Moody's if Moody's is a Rating Agency.

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

         (iv)     securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of America or
any state thereof which have an unsecured long-term debt rating, in the event
that S&P is one of the Rating Agencies, of at least in the category of AA, in
the event that Fitch is one of the Rating Agencies, of at least in the category
of AA and in the event Moody's is one of the Rating Agencies, of at least in the
category of Aa, or an unsecured short-term debt rating, in the event that S&P is
one of the Rating Agencies, of at least A-1, in the event that Fitch is one of
the Rating Agencies, of at least F-1 and in the event Moody's is one of the
Rating Agencies, of at least P-1, at the time of such investment or contractual
commitment providing for such investment; provided, however, that securities
issued by any particular corporation will not be Eligible Investments to the
extent that investment therein will cause the then outstanding principal amount
of securities issued by such corporation and held as part of the Trust Fund to
exceed 10% of the aggregate current Principal Amount of CitiCertificates
Outstanding and of the current


                                       18

<PAGE>

Percentage Interest of the Residual Certificates Outstanding, and the aggregate
principal amount of all cash and Eligible Investments, held in the Trust Fund;

         (v)      commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) having at the
time of such investment a rating of not less than "A-1" by S&P if S&P is a
Rating Agency, "F-1" by Fitch if Fitch is a Rating Agency and "P-1" by Moody's
if Moody's is a Rating Agency;

         (vi)     a Qualified GIC;

         (vii)    certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of the United
States of America or its agencies or instrumentalities (which obligations are
backed by the full faith and credit of the United States of America) held by a
custodian on behalf of the holders of such receipts;

         (viii)   any other money market deposit, obligation, security or
investment bearing interest or sold at a discount which has an unsecured
short-term debt rating, in the event that S&P is one of the Rating Agencies, of
at least "A-1", in the event that Fitch is one of the Rating Agencies, of at
least "F-1" and, in the event that Moody's is one of the Rating Agencies, of at
least "P-1", or if such investment relates to a money market fund, such fund
must be rated in the highest rating category by each Rating Agency; and

         (ix)    any other demand or time deposit,  obligation,  security or
investment bearing interest or sold at a discount as may be acceptable to each
Rating Agency;

provided, that each such Eligible Investment is a "permitted investment" as
defined in Code Section 860G(a)(5).

         Eligible Substitute Mortgage Loan: With respect to any Mortgage Loan or
Mortgage Loans included in the Trust Fund for which such Eligible Substitute
Mortgage Loan is being substituted, a Mortgage Loan for which all payments of
principal and interest due on or before the Substitution Day have been received
and which has the following characteristics:

         (a)      a Mortgage Note Rate equal to or greater than that of such
Mortgage Loan or, if there is more than one such Mortgage Loan, equal to or
greater than the highest Mortgage Note Rate among them;

         (b)      a date of maturity no later than, and no more than one year
prior to, that of any such  Mortgage Loan or Mortgage Loans;

         (c)      an original term to maturity equal to that of such Mortgage
Loan or Mortgage Loans; and

         (d)      an aggregate Adjusted Balance, together with any other
Eligible Substitute Mortgage Loans being substituted for such Mortgage Loan or
Mortgage Loans, equal to or greater than that of such Mortgage Loan or Mortgage
Loans;

provided, (i) that clause (d) hereof may be satisfied by deposit in the
Certificate Account of sufficient funds so that the Adjusted Balance (calculated
by including such funds) of such Eligible Substitute Mortgage Loan satisfies
such clause (the "Substitute Adjustment Amount"), which funds shall be
separately accounted for as a reserve fund in such Certificate Account and will
be remitted to Certificateholders in the month following receipt when such
repurchase proceeds are remitted to compensate for the resulting shortfall
incurred in


                                       19


<PAGE>

connection with such substitution of Mortgage Loans and (ii) that the Trustee
shall receive, not later than the Substitution Day, an Opinion of Counsel (who
may not be an employee of CMSI or of an Affiliate of CMSI), dated the
Substitution Day to the effect:

         (A) that all documents delivered to the Trustee in connection with such
substitution  comply as to form with the requirements of Section 2.04(a);

         (B) that all conditions to such substitution specified in Section
2.04(a) have been satisfied;

         (C) that the Eligible Substitute Mortgage Loans are "qualified
replacement  mortgages" as defined in Code Section 860G(a)(4); and

         (D) that the substitution of such Eligible Substitute Mortgage
Loans and the deposit of cash in the Certificate Account, if any, will not
constitute a "prohibited transaction" within the meaning of Code Section
860F(a), will not adversely affect the status of the Trust Fund as comprised of
the Constituent REMICs and will not otherwise subject the Trust Fund to any tax.

         ERISA: The applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended from time to time and any applicable rule,
regulation or order promulgated thereunder.

         ERISA Prohibited Holder: As defined in Section 5.02.

         ERISA Restricted CitiCertificates: As defined in Article XII.

         Escrow Account: The Escrow Account or Accounts established and
maintained as separate accounts by each Third Party Servicer pursuant to its
Third Party Servicing Agreement or otherwise and caused to be established and
maintained by the Master Servicer, pursuant to Section 3.03.

         Event of Default: An event described in Section 7.01.

         Excess  Bankruptcy  Loss:  Any  Bankruptcy  Loss, or portion  thereof,
which exceeds the  then-applicable Bankruptcy Loss Amount.

         Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds
the then-applicable Fraud Loss Amount.

         Excess Special Hazard  Loss:   Any Special Hazard Loss, or portion
thereof, that exceeds the then-applicable Special Hazard Loss Amount.

         Exchange Act: The Securities Exchange Act of 1934, as amended.

         Expense  Rate: As to each Third Party  Mortgage  Loan,  the sum of
the related  Third Party  Servicing Fee Rate and the Third Party Master
Servicing Fee Rate.

         Expenses: As to each Third Party Mortgage Loan, the Expense Rate
multiplied by the Adjusted Balance of such Third Party Mortgage Loan on the Due
Date in the month preceding such Distribution Date.

         Extraordinary Event: Any of the following events: (i) hostile or
warlike action in time of peace or war; (ii) the use of any weapon of war
employing atomic fission or radioactive force whether in time of peace or war;
or (iii) insurrection, rebellion, revolution, civil war or any usurped power or
action taken by any


                                       20


<PAGE>

governmental authority in preventing such occurrences (but not including looting
or rioting occurring not in time of war).

         FDIC: The Federal Deposit Insurance Corporation.

         Federal Reserve Bank: The Federal Reserve Bank of New York or
successor thereto.

         FHLMC: The Federal Home Loan Mortgage Corporation.

         Fitch: Fitch IBCA, Inc.

         FNMA: Fannie Mae.

         Foreclosure Profits: As to any Distribution Date, the excess, if any,
of Net Liquidation Proceeds in respect of each Mortgage Loan that became a
Liquidated Loan during the month next preceding the month of such Distribution
Date over the sum of the unpaid principal balance of each such Liquidated Loan
plus accrued and unpaid interest at the applicable Mortgage Note Rate on the
unpaid principal balance thereof from the Due Date to which interest was last
paid by the Mortgagor (or, in the case of a Liquidated Loan that had been an REO
Mortgage Loan, from the Due Date to which interest was last deemed to have been
paid pursuant to Section 3.14) to the first day of the month following the month
in which such Mortgage Loan became a Liquidated Loan.

         Fraud Coverage Termination Date: The Distribution Date upon which the
Fraud Loss Amount has been reduced to zero or a negative number (or the
Subordination Depletion Date, if earlier).

         Fraud Loss Amount: As of any Distribution Date after the Cut-Off Date,
an amount equal to: (X) prior to the second anniversary of the Cut-Off Date, an
amount equal to the Initial Fraud Loss Amount minus the aggregate amount of
Fraud Losses since the Cut-Off Date, and (Y) from the second through fifth
anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a) the
Fraud Loss Amount as of the most recent anniversary of the Cut-Off Date and (b)
0.50% of the Pool Adjusted Balance as of the most recent anniversary of the
Cut-Off Date minus (2) the Fraud Losses since the most recent anniversary of the
Cut-Off Date. After the fifth anniversary of the Cut-Off Date the Fraud Loss
Amount shall be zero.

         Fraud Loss: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.

         GIC: A guaranteed investment contract or surety bond.

         Guide:  The Citicorp  Mortgage, Inc. Servicing  Guide, being the manual
relating to the mortgage loan purchase program of Citicorp Mortgage, Inc. as
such manual may be amended or supplemented from time to time.

         Holder: Has the same meaning as "Certificateholder."

         Independent: When used with respect to any specified Person, means such
a Person who is "independent" within the meaning of Rule 2-01(b) of the
Commission's Regulation S-X under the Exchange Act.

         Initial Bankruptcy Loss Amount: As specified in Article XII.


                                       21


<PAGE>

         Initial Fraud Loss Amount: As specified in Article XII.

         Initial Special Hazard Loss Amount: As specified in Article XII.

         Initial Special Hazard Percentage: As specified in Article XII.

         Initial Principal Amount: With respect to any Class or Subclass of
CitiCertificates, the amount specified in Article XII, with respect to any
Certificate, the amount specified thereon as the Initial Principal Amount per
Single Certificate multiplied by the number of Single Certificates represented
thereby, as specified in Article XII.

         Insurance Policy: As specified in Article XII.

         Insurance Proceeds: Proceeds paid in respect of a Mortgage Loan
pursuant to the Primary Mortgage Insurance Certificates, if any, amounts paid
pursuant to the primary hazard insurance policies to the extent not applied to
restore the related Mortgaged Property or released to the Mortgagor in
accordance with CMI's normal servicing procedures or, in the case of a Third
Party Servicer, the Guide, and amounts paid pursuant to any other insurance
policy or bond relating to the Mortgage Loans or the servicing thereof

         Insured Certificates: As specified in Article XII.

         Insurer: As specified in Article XII.

         Insurer Deliverables: As specified in Article XII.

         Interest Accrual Period: As specified in Article XII.

         Investment Account: As and to the extent specified in Article XII, the
Certificate Account and any other account or any portion if any thereof which
consists of cash or Eligible Investments.

         Investment Statement: A written statement prepared by CMSI and setting
forth its calculations made in connection with a determination pursuant to the
first paragraph of Section 3.02(a) with respect to a proposed investment of
funds in the Investment Account.

         Investor Rate: As specified in Article XII.

         Issue Date: The date on which Certificates are first executed,
authenticated and delivered,  as specified in Article XII.

         Issuer: CMSI.

         Last  Scheduled  Distribution  Date:  With  respect to each Class or
Subclass of CitiCertificates or Certificates, the date specified in Article XII.

         LIBOR Accrual Period: As specified in Article XII, if any.

         LIBOR CitiCertificates: As specified in Article XII, if any.

         Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the Servicer or the Master Servicer, as the case


                                       22


<PAGE>

may be, determines that all Liquidation Proceeds which it expects to recover
have been recovered or a Mortgage Loan with respect to which the related
Mortgaged Property is retained or sold by the Mortgagor and for which the
Servicer or the Master Servicer, as the case may be, has accepted payment from
the Mortgagor in consideration for the release of the Mortgage in an amount
which is less than the outstanding principal balance of such Mortgage Loan as a
result of a determination by the Servicer or the Master Servicer, as the case
may be, that the potential Liquidation Expenses with respect to such Mortgage
Loan would exceed the amount by which the cash portion of such payment is less
than the outstanding principal balance of such Mortgage Loan.

         Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan prior to the Due Date preceding such Distribution Date,
equal to the excess of (i) the unpaid principal balance of each such Liquidated
Loan, plus accrued interest thereon in accordance with the amortization schedule
at the time applicable thereto at the applicable Mortgage Note Rate net, in the
case of the Third Party Mortgage Loans, the Third Party Servicing Fee from the
Due Date as to which interest was last paid with respect thereto through the
last day of the month in which such Mortgage Loan became a Liquidated Loan, over
(ii) Net Liquidation Proceeds with respect to such Liquidated Loan.

         Liquidating Loan: A Mortgage Loan as to which (a) any right of any
person to terminate liquidation proceedings instituted with respect to such
Mortgage Loan by paying delinquent payment and foreclosure costs has expired or
(b) the Servicer (or Subservicer) or the Master Servicer (or Third Party
Servicer) as has accepted the deed to the property (or, in the case of
cooperative, the related stocks, shares, membership certificates and/or other
documents evidencing ownership thereof) subject to the related Mortgage in lieu
of foreclosure and in whole or partial satisfaction of such Mortgage Loan.

         Liquidation Expenses: With respect to any Liquidated Loan, expenses
paid or incurred by or for the account of the Servicer or the Master Servicer
(or the Subservicer or the Third Party Servicer), or the Trust Fund for (a)
Property Protection Expenses, (b) property sales expenses, (c) foreclosure
costs, including court costs and reasonable attorneys' fees, (d) similar
expenses reasonably paid or incurred in connection with the liquidation of such
Liquidated Loan, and (e) any tax imposed on the Trust Fund with respect to a
Liquidated Loan or property received by deed in lieu of foreclosure.

         Liquidation Proceeds: With regard to any Liquidated Loan, the amounts
received by the Servicer or the Master Servicer (or the Subservicer or the Third
Party Servicer) in connection with the liquidation of such Liquidated Loan,
whether through judicial foreclosure, non-judicial foreclosure, proceeds of
insurance policies, condemnation proceeds or otherwise, including payments
received from the Mortgagor in respect of such Liquidated Loan, other than
amounts required to be paid to the Mortgagor pursuant to the terms of such
Liquidated Loan or to be applied otherwise pursuant to law.

         Lower-Tier Certificates: As defined in Article XII.

         Lower-Tier REMIC: As defined in Article XII.

         Master  Servicer:  CMSI, or its successor in interest, or any successor
master  servicer  appointed as herein provided.

         Master Servicing Fee: The amount payable to the Master Servicer
pursuant to Section 3.23 hereof.

         Master Servicer Fee Rate: As to any Third Party Mortgage Loan, .05%
per annum.


                                       23


<PAGE>

         Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
such adjustment for any partial Principal Prepayments and Deficient Valuations
occurring prior to such Due Date but before any adjustment to such amortization
schedule other than Deficient Valuations by reason of any bankruptcy, or similar
proceeding or any moratorium or similar waiver or grace period).

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

         Mortgage: With respect to any Mortgage Loan, the mortgage or deed of
trust creating a first lien on and an interest (a) in the case of a Mortgage
Loan relating to a cooperative apartment in a cooperative housing corporation,
in the Mortgagor's interest therein securing a Mortgage Note and (b) in other
cases, in real property securing a Mortgage Note.

         Mortgage Document Custodial Agreement: The Mortgage Document Custodial
Agreement from time to time in effect between the Mortgage Document Custodian
and the Trustee, substantially in the form of Exhibit C hereto, as the same may
be amended or modified from time to time in accordance with the terms thereof.

         Mortgage Document Custodian: The Mortgage Document Custodian or
Custodians identified in Article XII or their successors in interest named
pursuant to the Mortgage Document Custodial Agreement as from time to time in
effect. The Mortgage Document Custodian may be CMSI, the Trustee, any Affiliate
of either CMSI or the Trustee or an independent entity.

         Mortgage Documents: All documents contained in the Mortgage Files.

         Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to such documents pursuant to this Agreement.

         Mortgage Loan: At any time, the indebtedness of a Mortgagor evidenced
by a Mortgage Note which is secured by real property (or shares evidencing
ownership interest in a cooperative apartment in a cooperative housing
corporation) and which is sold and assigned to the Trustee and held at such time
in the Trust Fund pursuant to this Agreement, the Mortgage Loans originally so
held being identified in Exhibits B-1 and B-2 hereto.

         Mortgage Loan Schedule:  The list of Mortgage Loans  transferred to the
Trustee as part of the Trust Fund, attached hereto as Exhibits B-1 and B-2.

         Mortgage Note:  With respect to a Mortgage Loan, the promissory note or
other evidence of indebtedness of the Mortgagor.

         Mortgage Note Rate: For a given Mortgage Loan, the annual rate per
annum at which  interest  accrues on such Mortgage Loan.

         Mortgaged  Property:  Any real property subject to a Mortgage, or any
 cooperative apartment in a cooperative housing corporation.

         Mortgagor: The obligor on a Mortgage Note.


                                       24


<PAGE>

         Net Liquidation Proceeds: For any period, with respect to any
Liquidated Loan the aggregate amount of interest payments, principal payments
and Liquidation Proceeds, net of related Liquidation Expenses and Insurance
Proceeds, received by the Servicer or the Master Servicer or the Third Party
Servicer or deposited in or the Certificate Account for distribution to
Certificateholders or applied to reduction of Aggregate Outstanding Advances, as
the case may be, with respect to any such Mortgage Loan, as proceeds of such
Mortgage Loan. Net Liquidation Proceeds shall be allocated first to accrued and
unpaid interest on the related Mortgage Loan and then to the unpaid principal
balance thereof

         Net Note Rate: As defined in Article XII.

         Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer or the Third Party Servicer.

         Net Trustee Advances: For any period, the amount (which may be
negative) obtained by subtracting the amount of any reimbursements with respect
to Trustee Advances received in such period from the aggregate amount of Trustee
Advances made in such period.

         Net Advances: For any period, the amount (which may be negative)
obtained by subtracting the amount of any reimbursements with respect to
Voluntary Advances received in such period from the aggregate amount of
Voluntary Advances made in such period.

         Non-PO Percentage: As defined in Article XII.

         Non-PO Pool Adjusted Balance: With respect to the Mortgage Loans as of
any date, the sum of the product as to each Mortgage Loan of (A) the Non-PO
Percentage for such Mortgage Loan and (B) the Adjusted Balance of such Mortgage
Loan.

         Nonrecoverable Advance: Any portion of a Voluntary Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer or Master Servicer or the Third Party
Servicer or the Third Party Master Servicer and which, in the good faith
judgment of such Person would not be ultimately recoverable from Liquidation
Proceeds or other recoveries in respect of the related Mortgage Loan. The
determination by such Person that it has made a Nonrecoverable Advance or that
any proposed advance, if made, would constitute a Nonrecoverable Advance, shall
be evidenced by a certificate of a Servicing Officer delivered to the Trustee
and detailing the basis for such determination, but any delay or failure to send
such certificate shall not impair such Person's right to withhold or recover
such advance.

         Non-Supported Interest Shortfall: With respect to any Distribution
Date, and any Class or Subclass of CitiCertificates (other than a Class A
Principal-Only Subclass), the pro rata share allocated thereto based on (in the
case of any such Class or Subclass of the CitiCertificates) the amount of
interest accrued thereon during the related Interest Accrual Period at the
Certificate Rate thereof of the sum of (x) with respect to the Affiliated
Mortgage Loans, the excess, if any, of the Prepayment Interest Shortfalls on
such Mortgage Loans over the Compensating Cap (but not including any Servicing
Fee received because of a Voluntary Advance) and (y) with respect to the Third
Party Mortgage Loans, the excess, if any, of the Prepayment Interest Shortfalls
on such Mortgage Loans over the aggregate amount paid in respect thereof by the
applicable Third Party Servicers as required under the Guide, or paid in respect
thereof by the Third Party Master Servicer. Any Servicing Fee or Master
Servicing Fee advanced by the Servicer will not be applied to reduce either
Affiliated Prepayment Interest Shortfalls or Third Party Prepayment Interest
Shortfalls.


                                       25


<PAGE>

         Officer's  Certificate:  A certificate signed by an Authorized Officer
of CMSI and delivered to the Trustee.

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

         Original Class A Principal Amount: As specified in Article XII.

         Original Class B-1 Percentage: As specified in Article XII.

         Original Class B-1 Principal Amount: As specified in Article XII.

         Original Class B-1 Subordination Level: As specified in Article XII.

         Original Class B-2 Percentage: As specified in Article XII.

         Original Class B-2 Principal Amount: As specified in Article XII.

         Original Class B-2 Subordination Level: As specified in Article XII.

         Original Class B-3 Percentage: As specified in Article XII.

         Original Class B-3 Principal Amount: As specified in Article XII.

         Original Class B-3 Subordination Level: As specified in Article XII.

         Original Class B-4 Percentage: As specified in Article XII.

         Original Class B-4 Principal Amount: As specified in Article XII.

         Original Class B-4 Subordination Level: As specified in Article XII.

         Original Class B-5 Percentage: As specified in Article XII.

         Original Class B-5 Principal Amount: As specified in Article XII.

         Original Class B Principal Amount: The sum of the Original Class B-1
Principal Amount, the Original Class B-2 Principal Amount, the Original Class
B-3 Principal Amount, the Original Class B-4 Principal Amount and the Original
Class B-5 Principal Amount. As specified in Article XII.

         Original Class M Percentage: As specified in Article XII.

         Original Class M Principal Amount: As specified in Article XII.

         Original Class M Subordination Level: As specified in Article XII.

         Original Value: With respect to the Mortgaged Property underlying a
Mortgage Loan, the lesser of the sales price of such Mortgaged Property and the
appraisal value thereof determined pursuant to an appraisal made in connection
with origination of such Mortgage Loan, except that the original appraisal of


                                       26


<PAGE>

such Mortgaged Property may be used for a refinanced Mortgage Loan the unpaid
principal balance of which, after refinancing, does not exceed the unpaid
principal balance of the original mortgage loan at the time of refinancing by an
amount greater than the amount of the closing costs associated with such
refinancing.

         Originator:  The  Affiliate or Affiliates of CMSI, or the third party
originators, from which CMSI is acquiring the Mortgage Loans.

         Outstanding: As of any date, all Certificates theretofore authenticated
and delivered under this Agreement except:

         (i)      Certificates theretofore canceled by the Certificate Registrar
or delivered to the Certificate Registrar for cancellation;

         (ii)     CitiCertificates with respect to which money for a
distribution in the necessary amount to reduce the Principal Amount thereof to
zero has been theretofore deposited with the Trustee or any Paying Agent (other
than CMSI) in trust for the Holders of such CitiCertificates; provided, however,
that if a distribution in reduction of the Principal Amount of such
CitiCertificates to zero will be made, notice of such distribution has been duly
given pursuant to this Agreement or provision therefor, satisfactory to the
Trustee, has been made;

         (iii)    Certificates in exchange for or in lieu of which other
Certificates have been authenticated and delivered pursuant to this Agreement
unless proof satisfactory to the Certificate Registrar is presented that any
such Certificates are held by a holder in due course; and

         (iv)     Certificates alleged to have been destroyed, lost or stolen
for which replacement Certificates have been issued as provided for in Section
5.03 and authorized and delivered pursuant to the Agreement;

provided, however, that in determining whether the Holders of the requisite
percentage of the aggregate Principal Amount or Percentage Interest of any
Outstanding Certificates or of the Outstanding Certificates of any one or more
Classes thereof have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, such percentage shall be based on the
Principal Amount of such Certificate and provided, further, Certificates owned
by CMSI or any other obligor upon the Certificates or any Affiliate of CMSI or
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, or waiver, only
Certificates which the Trustee knows to be so owned shall be so disregarded and
except that where CMSI or any other obligor upon the Certificates or any
Affiliate of CMSI or such other obligor shall be owner of 100% of the aggregate
Principal Amount or Percentage Interest of any Outstanding Certificates, CMSI or
such other obligor or Affiliate shall be permitted to give any request, demand,
authorization, direction, notice, consent or waiver hereunder. Certificates so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Certificates and that the pledgee is not CMSI or
any other obligor upon the Certificates or any Affiliate of CMSI or such other
obligor.

         Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage
Loan which, prior to such Due Date, was not the subject of a Principal
Prepayment in full, did not become a Liquidated Mortgage Loan and was not
purchased pursuant to Sections 2.02 or 2.03.

         Pass-Through Rate: With respect to a Mortgage Loan as of any date or
for any period, the applicable Mortgage Note Rate (i) less the Servicing Fee in
the case of an Affiliated Mortgage Loans, or (ii) less the Expense Rate in the
case of Third Party Mortgage Loans. Any regular monthly remittance of interest
at the


                                       27


<PAGE>

Pass-Through Rate for a Mortgage Loan is based upon annual interest at such rate
on the Adjusted Balance as of the first day of the month of such Mortgage Loan
divided by twelve. Interest at the Pass-Through Rate shall be computed on the
basis of a 360-day year, each month being assumed to have 30 days.

         Any partial remittance of interest at such rate by reason of a full
Principal Prepayment is based upon annual interest at such rate on the prepaid
principal balance of the related Mortgage Loan multiplied by a fraction, the
numerator of which is the actual number of days elapsed in the month of such
prepayment to the date of such prepayment and the denominator of which is 360.
With respect to all of the Affiliated Mortgage Loans and some of the Third Party
Mortgage Loans, the Mortgagors are not required to pay interest on any partial
Principal Prepayments on Mortgage Loans which are received during any calendar
month. The amounts required to be paid pursuant to Section 3.25 are in addition
to any interest payments made by the Mortgagor and passed through on full and
partial prepayments.

         Paying Agent: Each paying agent identified in Article XII which is
authorized to make distributions with respect to the Certificates on behalf of
the Trustee. A Paying Agent may be CMSI or an Affiliate of CMSI and, if not CMSI
or an Affiliate of CMSI, must be authorized to exercise corporate trust powers
under the laws of its jurisdiction of organization.

         Percentage Interest: With respect to a Class of Residual Certificates,
if the Residual Certificate has a Principal Amount as specified in Article XII,
the Initial Principal Amount of such Residual Certificate (expressed as a
percentage) of the aggregate Initial Principal Amount of the Residual
Certificates and, if the Residual Certificate does not have a Principal Amount,
the portion represented by such Residual Certificate (expressed as a percentage)
of the total ownership interest in the applicable Constituent REMIC represented
by all Residual Certificates of such Class. With respect to any CitiCertificate
of an interest-only Class or Subclass of CitiCertificates, the ratio of the
notional amount of such CitiCertificate to the aggregate notional amount of the
entire Class or Subclass.

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

         Plan: As defined in Section 5.02.

         PO Loss Amount: As defined in Article XII.

         PO Percentage: As defined in Article XII.

         Pool Adjusted  Balance:  With respect to the Mortgage  Loans as of any
date, the aggregate of the Adjusted Balances of all Mortgage Loans.

         Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Certificates on such
Distribution Date, being all amounts deposited into the Certificate Account, but
excluding the following:

         (a)      Affiliated Uncommitted Cash and Third Party Uncommitted  Cash
which will not be used on such Distribution Date for an Affiliated Certificate
Account Advance or a Third Party Certificate Account Advance;

         (b)      all permitted withdrawals from the Certificate Account
pursuant to Section 3.16, and


                                       28


<PAGE>

         (c)      all income from Eligible Investments that are held in an
Investment Account.

         Pool Value: Except as otherwise defined in Article XII, as of any
Determination Date or as of the Cut-Off Date, as applicable, with respect to any
Mortgage Loan, the Adjusted Balance of such Mortgage Loan as of the Due Date in
the month in which such Determination Date or Cut-Off Date occurs.

         Pooling Agreement: The Pooling Agreement (as defined in the preamble to
this Standard Terms Document) entered into with respect to a particular series
of Certificates and into which this Standard Terms Document is incorporated by
reference.

         Predecessor Certificates: With respect to any particular Certificate of
a Class or Subclass, every previous Certificate of that Class or Subclass
evidencing all or a portion of the same Principal Amount or Percentage Interest
as that evidenced by such particular Certificate; and for the purpose of this
definition, any Certificate authenticated and delivered under Section 5.03 in
lieu of a lost, destroyed or stolen Certificate shall be deemed to evidence the
same Principal Amount, notional amount or Percentage Interest, as the case may
be, as the lost, destroyed or stolen Certificate.

         Prepaid Installment: With respect to any Mortgage Loan, any installment
of principal thereof and interest thereon received prior to the scheduled Due
Date for such installment, as an early payment thereof and not as a Principal
Prepayment with respect to such Mortgage Loan.

         Prepayment Interest Shortfall: As to any Mortgage Loan that was the
subject of a Principal Prepayment applied during the prior calendar month, an
amount equal to the difference between (a) one month of interest on such
Principal Prepayment at the Mortgage Note Rate and (b) the amount of interest,
if any with respect to such month that was actually received from the Mortgagor
in connection with such Principal Prepayment.

         Prepayment Principal: With respect to any Distribution Date, the sum of
all amounts that constitute (x) full or partial Principal Prepayments received
in the month preceding the month in which such Distribution Date occurs and (y)
the Adjusted Balance of each Mortgage Loan which, in the month preceding the
month in which the Distribution Date occurs was repurchased pursuant to the
terms of this Pooling Agreement.

         Primary Mortgage Insurance Certificate: The certificate of primary
mortgage insurance relating to a particular Mortgage Loan to the extent
initially set forth in the Mortgage Loan Schedule.

         Principal Amount: On any Distribution Date,

         (i) with respect to a Class A CitiCertificate of any Subclass, its pro
rata share based on the Initial Principal Amount of the applicable Class A
Subclass Principal Amount;

         (ii) with respect to a Class M CitiCertificate, its pro rata share
based on the Initial Principal Amount of the Class M CitiCertificates and

         (iii) with respect to a Class B CitiCertificate of any Subclass, its
pro rata share based on the Initial Principal Amount of the applicable Class B
Subclass Principal Amount.

         Principal Prepayment: With regard to any particular Mortgage Loan, any
payment of principal on such Mortgage Loan which is received in advance of its
scheduled Due Date and is not accompanied by an


                                       29


<PAGE>

amount as to interest representing scheduled interest for any month subsequent
to the month of prepayment, excluding any proceeds of or advances on any
Liquidated Loan.

         Private Certificates: As defined in Article XII.

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

         Property Protection Expenses: With respect to Mortgage Loans, expenses
paid or incurred by or for the account of CMSI or the Trust Fund in accordance
with the related Mortgages for (a) real estate property taxes and property
repair, replacement protection and preservation expenses and (b) similar
expenses reasonably paid or incurred to preserve or protect the value of such
Mortgages.

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

         (a)      be an obligation of an insurance company, trust company,
commercial bank (which may be Citibank or Citibank (New York State)) or other
entity whose credit standing is acceptable to each Rating Agency;

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

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

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

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

         (f)      meet such other standards as may be specified in Article XII.

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


                                       30


<PAGE>

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

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

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

         Rating Agencies: The nationally recognized statistical rating
organization(s) identified in Article XII.

         Realized Losses: With respect to any Distribution Date, Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and Bankruptcy Losses
incurred in the month preceding the month of such Distribution Date.

         Record Date: As defined in Article XII.

         Reimbursable Class A Non-PO Losses: An amount of principal allocated to
the Class A CitiCertificates (other than the Class A PO Subclass) pursuant to
Section 13.02.

         Reimbursable Class A PO Losses: An amount of principal allocated to the
Class A PO Subclass pursuant to Section 13.02.

         Reimbursable Class B Losses: An amount of principal allocated to the
Class B CitiCertificates pursuant to Section 13.02.

         Reimbursable  Class M Losses: An amount of principal allocated to the
Class M  CitiCertificates pursuant to Section 13.02.

         REMIC:  A "real  estate mortgage investment Third Party" within the
meaning of Code  Section  860D.  References to the "REMIC" are to the
Constituent REMICs constituted by the Trust Fund.

         REMIC Provisions: The provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of the Code, and related
provisions and regulations promulgated thereunder, as the foregoing may be in
effect from time to time.

         Remittance Delinquencies: With respect to any Determination Date, the
aggregate of the originally scheduled interest (which in the case of a Buydown
Mortgage Loan shall be deemed to be no less than the amount of accrued and
unpaid interest at the related Mortgage Note Rate) less, in the case of the
Third Party Mortgage Loans, the aggregate amount of Expenses, and principal
installments (as adjusted for any Principal Prepayments) on Mortgage Loans due
from and payable by the Mortgagors (or, in the case of a Buydown Mortgage Loan,
the related Buydown Account) on (but not before) the Due Date next preceding
such Determination Date but not paid on or before such Determination Date.


                                       31


<PAGE>

       Remittances:  All  payments  listed in  Sections  3.03 and 3.14 which are
received by the Trust Fund with respect to Mortgage Loans.

         REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and
as to which the related Mortgaged Property is held as part of the Trust Fund.

         REO Proceeds: Proceeds, net of any related expenses, received in
respect of any REO Mortgage Loan (including, without limitation, proceeds from
the rental of the related Mortgaged Property).

         REO Property: A Mortgaged Property acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan or otherwise treated as having been acquired pursuant to the REMIC
Provisions.

         Report Date: As defined in Section 3.09.

         Required Amount of Certificates: (i) 66 2/3% or more of the aggregate
Voting Interest of the outstanding CitiCertificates, if affected by the
occurrence of any Event of Default and (ii) 66 2/3% or more of the aggregate
Outstanding Percentage Interest of the Residual Certificates, if affected by
such an Event of Default.

         Reserve Fund: As defined in Article XII.

         Residual Certificate: As defined in Article XII.

         Responsible Officer: With regard to any Person, the Chairman or any
Vice Chairman of the Board of Directors or Trustees, the Chairman or Vice
Chairman of the Executive or Standing Committee of the Board of Directors or
Trustees, the President, the Chairman of the committee on trust matters, any
executive vice president, senior vice president, first vice president, second
vice president, vice president, any assistant vice president, the Secretary, any
assistant secretary, the Treasurer, any assistant treasurer, the Cashier, any
assistant or deputy cashier, any trust officer or assistant trust officer, the
Controller and any assistant controller or any other officer of such Person
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer of such Person to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject; provided, however,
that in respect of the Trustee, "Responsible Officer" shall only mean any such
officer who is employed in the Corporate Trust Department or a similar group for
the Trustee.

         Retail Reserve Fund: As defined in Article XII.

         S&P: Standard and Poor's Ratings Group, a division of McGraw Hill, Inc.

         Servicer: CMSI, or its successor in interest, or any successor servicer
appointed as herein provided.

         Servicing Account: The account, if any, created and maintained pursuant
to Section 3.15.

         Servicing Fee: As defined in Article XII.

         Servicing Officer: Any officer of CMSI, any Subservicer or Third Party
Servicer involved in, or responsible for, the administration and servicing of
the Trust Fund whose name appears on a list of servicing


                                       32


<PAGE>

officers attached to an Officer's Certificate furnished to the Trustee by CMSI,
as such list may from time to time be amended.

         Similar Law: As defined in Section 5.02.

         Single Certificate: As set forth in Article XII.

         Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to Section 3.18 and (b) any loss caused by or
resulting from:

         (1)      normal wear and tear;

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

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

or (ii) any Liquidated Loan Loss suffered by the Trust Fund arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to Section 3.18.

         Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to the Initial Special Hazard Loss Amount minus the sum of (i) the
aggregate amount of Special Hazard Losses and (ii) the Adjustment Amount (as
defined below) as most recently calculated. For each anniversary of the Cut-Off
Date, the Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Adjustment Amount for
such anniversary) exceeds the greater of (A) the product of the Special Hazard
Percentage for such anniversary multiplied by the Pool Adjusted Balance on the
Distribution Date immediately preceding such anniversary and (B) twice the
Adjusted Balance of the Mortgage Loan in the Trust Fund which has the largest
Adjusted Balance on the Distribution Date immediately preceding such
anniversary.

         Special Hazard Percentage: As of each anniversary of the Cut-Off Date,
the greater of (i) 1.00% and (ii) the largest percentage obtained by dividing
the aggregate Adjusted Balances (as of the immediately preceding Distribution
Date) of the Mortgage Loans secured by Mortgaged Properties located in a single,
five-digit ZIP code area in the State of California by the Pool Adjusted Balance
of all the Mortgage Loans as of such anniversary.

         Special Hazard Termination Date: The Distribution Date upon which the
Special Hazard Loss Amount has been reduced to zero or a negative number (or the
Subordination Depletion Date, if earlier).

         Standard Accrual Period: As defined in Article XII.

         Startup Day: As defined in Article XII.


                                       33


<PAGE>

         Subclass:  With respect to a Class of CitiCertificates, any group of
such Class designated as a Subclass in Article XII.

         Subordinated CitiCertificates: The Class M and Class B
CitiCertificates.

         Subordinated  CitiCertificate  Percentage:  With respect to any
Distribution  Date, 100% less the Class A Percentage.

         Subordinated  Prepayment  Percentage:  With respect to any Distribution
Date, the difference between 100% and the Class A  Prepayment Percentage for
such date.

         Subordination  Depletion  Date:  The  first Distribution Date on which
the Principal Amount of the Subordinated CitiCertificates has been reduced to
zero.

         Subservicer:  Any person or persons to which CMSI may delegate its
servicing  obligations  hereunder pursuant to Section 6.06.

         Subservicing  Agreement:  The Subservicing Agreement between CMSI and
the Subservicer,  substantially in the form of Exhibit D hereto.

         Substitution  Adjustment  Amount:  The meaning ascribed to such term in
the definition of Eligible Substitute Mortgage Loan.

         Substitution Day: As defined in Section 2.04.

         Third Party Certificate Account Advance: With respect to any
Distribution Date, the amount of any Third Party Uncommitted Cash to be
distributed to Certificateholders to cover Remittance Delinquencies related to
any Third Party Mortgage Loan on such Distribution Date.

         Third Party Master  Servicer:  The entity named as such in Article XII,
and its  successors  and permitted assigns.

         Third Party Master Servicing Fee Rate:  The rate per annum specified in
Article XII.

         Third Party Mortgage Loans: The Mortgage Loans (if any) listed in
Exhibit B-1 hereto.

         Third Party Servicer: Any person with which the Master Servicer has
entered into a Third Party Servicing Agreement and which satisfies the
requirements set forth herein. Each Third Party Mortgage Loan shall have a Third
Party Servicer.

         Third Party Servicing Agreement: The written contract between the
Master Servicer and any Third Party Servicer relating to servicing and/or
administration of certain Third Party Mortgage Loans as provided in Section
3.12.

         Third Party  Servicing  Fee:  The amount  payable to the Third Party
Servicers  pursuant to Section 3.23 hereof

         Third Party Servicing Fee Rate: With respect to any Third Party
Mortgage Loan, the rate specified as such on Exhibit B-1 hereto under the
heading "Sub Fee".


                                       34


<PAGE>

         Third Party Trustee Advances: The aggregate of the advances with
respect to the Third Party Mortgage Loans made by the Trustee pursuant to
Section 8.13, and deposited into the Certificate Account, the amount of any such
Third Party Trustee Advance with respect to a Distribution Date being no more
than (a) the aggregate of Remittances on the Third Party Mortgage Loans that
were due on the preceding Due Date and delinquent as of the related
Determination Date, less (b) the sum of Voluntary Advances in respect of Third
Party Mortgage Loans and the amount of Third Party Uncommitted Cash.

         Third Party Uncommitted Cash: Any Uncommitted Cash relating to a Third
Party Mortgage Loan.

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

         Trustee:  The Person executing this Agreement as Trustee, or its
successor in interest, or any successor trustee appointed as herein provided.

         Trustee Advances: The aggregate amount of Affiliated Trustee Advances
and Third Party Trustee Advances.

         Trustee Failure: As to any Distribution Date, the failure of the
Trustee to deposit an Affiliated Trustee Advance or Third Party Trustee Advance
in the Certificate Account as required under Section 8.13.

         Trustee Failure Advance: As to any Distribution Date subsequent to the
Advance Account Funding Date, the amount, if any, required to be deposited in
the Certificate Account from amounts withdrawn from the Advance Account on
account of a Trustee Failure, which amount is equal to the lesser of (i) the
amount of any Third Party Trustee Advance or Affiliated Trustee Advance required
to be made by the Trustee with respect to such Distribution Date but not made,
and (ii) the then applicable Advance Account Available Advance Amount.

         Trust Fund: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans, the Certificate Account, any Upper-Tier REMIC
Account, any Retail Reserve Fund, any reinvestment income earned on funds in an
Investment Account, REO Property and the Primary Mortgage Insurance
Certificates, any other insurance policies with respect to the Mortgage Loans,
and the rights of the Trustee under any Reserve Fund and any Insurance Policy.

         Uncommitted Cash: As of any Determination Date, any cash in the
Certificate Account representing Principal Prepayments posted or Liquidation
Proceeds deposited on or after the Due Date immediately preceding such
Determination Date and all related payments of interest and all payments which
represent earl y receipt of scheduled payments of principal and interest due on
a date or dates subsequent to such Due Date.

         Uncovered Remittance Delinquency: Any Remittance Delinquency determined
by the Servicer or the Master Servicer to be the result of the occurrence of an
Extraordinary Event (but not including a Remittance Delinquency determined to be
eligible for an advance pursuant to Section 3.04(g)).

         Unpaid PO Loss Amount: As defined in Article XII.

         Underwriters: As defined in Article XII.

         Upper-Tier Certificates: As specified in Article XII.

         Upper-Tier REMIC: As defined in Article XII.


                                       35


<PAGE>

         Upper-Tier REMIC Account: Any account or accounts that are required to
be established (in the same manner as the Certificate Account is established)
and maintained pursuant to Section 12.04.

         U.S. Person: A citizen or resident of the United States of America, a
corporation, partnership (except to the extent provided in applicable Treasury
regulations) or other entity created or organized in or under the laws of the
United States of America or any political subdivision thereof, an estate that is
subject to U.S. federal income tax regardless of the source of its income or a
trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).

         Voluntary Advance: The aggregate of the advances made by the Servicer,
the Master Servicer, the Third Party Master Servicer or a Third Party Servicer
and deposited into the Certificate Account pursuant to the Agreement, the amount
of any such Voluntary Advance with respect to a Distribution Date being no more
than (a) the aggregate of Remittances on the Mortgage Loans that were due on the
preceding Due Date and delinquent as of the related Determination Date, after
adjustment of delinquent interest payments to interest at the Mortgage Note Rate
less, in the case of the Third Party Mortgage Loans, the Expense Rate and plus
the amount of any Affiliated Certificate Account Advance and Third Party
Certificate Account Advance with respect to the preceding Distribution Date,
less (b) the amounts to be used to make an Affiliated Certificate Account
Advance and Third Party Certificate Account Advance on the next succeeding
Distribution Date.

         Voting Interest: As specified in Article XII.

         Section 1.02.  Calculations Respecting Mortgage Loans.

         (a)      In connection with all calculations required to be made
pursuant to this Agreement with respect to Remittances on any Mortgage Loan, any
payments on the Mortgage Loans or any payments on any other assets included in a
Trust Fund, the rules set forth in this Section 1.02 shall be applied.

         (b)      Calculations with respect to Remittances on Mortgage Loans
shall be made on a mortgage-loan-by-mortgage-loan basis, based upon current
information as to the terms of such Mortgage Loans and reports of payments
received on such Mortgage Loans supplied to CMSI by the Person responsible for
the servicing thereof and satisfying such requirement, if any, as may be set
forth in Article III.

         (c)      Each Remittance  receivable  with respect to a Mortgage  Loan
shall be assumed to be received on the Due Date.


                                   ARTICLE II

                            CONVEYANCE OF TRUST FUND;
                        ORIGINAL ISSUANCE OF CERTIFICATES

         Section 2.01. Conveyance of Trust Fund. CMSI, concurrently with the
execution and delivery of this Agreement, does hereby transfer, assign, set over
and otherwise convey to the Trustee without recourse all the right, title and
interest of CMSI in and to the Trust Fund, including without limitation all of
the right, title and interest of CMSI in the Mortgage Loans, including all
Remittances received or receivable by CMSI on or with respect to the Mortgage
Loans (other than payments of principal and interest due and payable on the
Mortgage Loans, and Principal Prepayments thereon received, on or before the
Cut-Off Date), together


                                       36

<PAGE>

with all of its right, title and interest in and to the proceeds of any title,
hazard or other insurance policies, or Primary Mortgage Insurance Certificates,
related to such Mortgage Loans. The transfer of the Mortgage Loans accomplished
hereby is absolute and is intended by the parties hereto as a sale. CMSI shall
not transfer any property to the Trust Fund except as otherwise expressly
permitted by this Agreement.

         (a)      In connection with such transfer and assignment of Mortgage
Loans (other than Mortgage Loans secured by shares in a cooperative housing
corporation), CMSI does herewith deliver to the Mortgage Document Custodian on
behalf of the Trustee to be held in trust the following documents or instruments
with respect to each Mortgage Loan so transferred and assigned (except where,
and to the extent, CMSI is complying with Section 2.01(c)):

                  (i) The Mortgage Note, endorsed by manual or facsimile
         signature without recourse by the Originator or an Affiliate of the
         Originator in blank or to the Trustee showing a complete chain of
         endorsements from the named payee to the Trustee or from the named
         payee to the Affiliate of the Originator and from such Affiliate to the
         Trustee;

                  (ii) The original recorded Mortgage, with evidence of
         recording thereon or a copy of the Mortgage certified by the public
         recording office in those jurisdictions where the public recording
         office retains the original;

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

                  (iv) An assignment from the Originator or an Affiliate of the
         Originator to the Trustee in recordable form of the Mortgage which may
         be included, where permitted by local law, in a blanket assignment or
         assignments of the Mortgage to the Trustee, including any intervening
         assignments and showing a complete chain of title from the original
         mortgagee named under the Mortgage to the Originator or an Affiliate of
         the Originator and to the Trustee;

                  (v) The original or a copy of the title insurance policy
         (which may be a certificate or a short form policy relating to a master
         policy of tide insurance) pertaining to the Mortgaged Property, or in
         the event such original title policy is unavailable, a copy of the
         preliminary title report and the lender's recording instructions, with
         the original to be delivered within 180 days of the Closing Date or
         other evidence of title; and

                  (vi) Any related Primary Mortgage Insurance Certificate and
related policy or a copy thereof

         (b)      In connection with the transfer and assignment of Mortgage
Loans secured by shares in a cooperative housing corporation, CMSI does herewith
deliver to the Mortgage Document Custodian on behalf of the Trustee to be held
in trust the following documents or instruments with respect to each Mortgage
Loan secured by shares in a cooperative housing corporation so transferred and
assigned (except where, and to the extent, CMSI is complying with Section
2.01(c)):

         The Mortgage Note, endorsed by manual or facsimile signature without
recourse by the Originator or an Affiliate of the Originator in blank or to the
Trustee showing a complete chain of endorsements and assignments from the named
payee to the Trustee or from the named payee to the Affiliate of the Originator
and from such Affiliate to the Trustee;


                                       37


<PAGE>

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

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

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

                  (v)      The original stock power executed in blank;

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

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

                  (viii) The original executed recognition agreement and all
         executed assignments of recognition agreement showing a complete chain
         of assignment from the named secured party to the Trustee;

                  (ix) (Except for Mortgage Loans (x) secured by Mortgaged
         Properties in the State of New Jersey or (y) originated prior to
         October 1988 and secured by Mortgaged Properties in the State of New
         York) the executed UCC-1 financing statement with evidence of recording
         thereon and executed original UCC-3 financing statements or other
         appropriate UCC financing statements required by state law, evidencing
         a complete and unbroken chain from the mortgagee to the Trustee with
         evidence of recording thereon (or in a form suitable for recordation);
         and

                  (x) Any related Primary Mortgage Insurance Certificate and
related policy.

         In addition, CMSI, concurrently with the execution and delivery of this
Agreement and in connection with such transfer and assignment of Mortgage Loans
shall deposit in the Certificate Account the amount of all payments received by
CMSI after the Cut-Off Date and prior to the Issue Date with respect to the
Mortgage Loans, to the extent such payments are being transferred and assigned
to the Trustee hereunder, except any portion of such payments on Mortgage Loans
(including servicing fees with respect thereto) of a type not required to be
deposited therein as specified in Article XI or Article XII.

         (c)      In instances where an original recorded Mortgage cannot be
delivered by CMSI to the Trustee prior to or concurrently with the execution and
delivery of this Agreement, due to a delay in connection with the recording of
such Mortgage, CMSI may, (a) in lieu of delivering such original recorded
Mortgage referred to in clause (a)(ii) or (b)(ii) above, deliver to the Trustee
a copy thereof, provided that CMSI certifies that the original Mortgage has been
delivered to a title insurance company for recordation after receipt of its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (a)(iv) or
(b)(ii) and (b)(ix) above to the Trustee, deliver such assignment to the Trustee
completed except for recording information. In all such instances, CMSI will
deliver the original recorded Mortgage and completed assignment (if applicable)
to the Trustee promptly upon receipt of such Mortgage. In instances where an
original recorded Mortgage has been lost or misplaced, CMSI or the related title
insurance company may deliver, in lieu of such Mortgage, a copy of such Mortgage
bearing recordation information and certified as true and correct by the office
in which recordation thereof was made. In


                                       38


<PAGE>

instances where the original or a copy of the title insurance policy referred to
in clause (a)(v) above (which may be a certificate relating to a master policy
of title insurance) pertaining to the Mortgaged Property relating to a Mortgage
Loan cannot be delivered by CMSI to the Trustee prior to or concurrently with
the execution and delivery of this Agreement because such policy is not yet
available, CMSI may, in lieu of delivering the original or a copy of such title
insurance referred to in clause (a)(v) above, deliver to the Trustee a binder
with respect to such policy (which may be a certificate relating to a master
policy of title insurance) and deliver the original or a copy of such policy
(which may be a certificate relating to a master policy of title insurance) to
the Trustee when available, in instances where an original assumption,
modification, buydown or conversion-to-fixed-interest-rate agreement cannot be
delivered by CMSI to the Trustee prior to or concurrently with the execution and
delivery of this Agreement, CMSI may, in lieu of delivering the original of such
agreement referred to in clause (a)(iii) or (b)(iii) above, deliver a certified
copy thereof CMSI will deliver the original assumption, modification, buydown or
conversion-to-fixed-interest-rate agreement to the Trustee promptly upon receipt
thereof.

         CMSI agrees, at its own expense, to prepare each assignment referred to
in clause (a)(iv) or (b)(vi) and (b)(ix) above. CMSI shall prepare and deliver a
copy of each such assignment to the Trustee as soon as practicable but not later
than 60 days after the date of initial issuance of the CitiCertificates. In the
case of each Mortgage relating to a Mortgaged Property located in the State of
Maryland, CMSI intends to effect recordation of each such assignment (or to
supply the Trustee with evidence of recordation) as soon as practicable after
the date of initial issuance of the CitiCertificates in the appropriate public
office for real property records. Except as provided in this paragraph, neither
CMSI nor any Originator or Affiliate of any Originator shall have any obligation
to record any assignment of any Mortgage in order to name the Trustee as
mortgagee of record. The preceding sentence shall not be in derogation of the
obligation of CMSI, the Originators and Affiliates of the Originators to record
(and supply the Trustee with evidence thereof) assignments of Mortgages required
in order that CMSI, an Originator or an Affiliate of an Originator be shown as
mortgagee of record of each Mortgage.

         CMSI agrees, at its own expense, to record any UCC-3 financing
statements not previously recorded (and to supply the Trustee with evidence of
such recordation). CMSI intends to effect such recordation as soon as
practicable after the date of initial issuance of the CitiCertificates in the
appropriate public office.

         In the case of Mortgage Loans which have been prepaid in full after the
Cut-Off Date and prior to the date of execution and delivery of this Agreement,
CMSI, in lieu of delivering the above documents to the Trustee, herewith
delivers to the Trustee a certification of a Servicing Officer as set forth in
Section 3.22.

         In connection with such transfer and delivery of the balance of the
Trust Fund, CMSI, concurrently with the execution and delivery of this
Agreement, shall deposit into the Certificate Account cash in the amount (if
any) specified in Article XII.

         Wherever it is provided in this Section 2.01(c) that any document,
evidence or information relating to a Mortgage Loan be delivered or supplied to
the Trustee, CMSI shall do so by delivery thereof to the Mortgage Document
Custodian on behalf of the Trustee.

         Section 2.02. Acceptance by Trustee. The Trustee, by execution and
delivery hereof, acknowledges receipt, subject to the review described in the
succeeding sentence, of the documents and other property referred to in Section
2.01 and declares that the Trustee holds and will hold such documents and other
property, including property yet to be received in the Trust Fund, in trust,
upon the trusts herein set forth, for the benefit of all present and future
Certificateholders. The Mortgage Document Custodian on behalf of the Trustee
shall, for the benefit of the Trustee and the Certificateholders, review each
Mortgage File within 90 days after execution and delivery of this Agreement, to
ascertain that all required documents have been executed, received and recorded,
if applicable, and that such documents relate to the Mortgage Loans identified
in Exhibits B-1 and B-2 hereto. If in the course of such review the Mortgage
Document Custodian


                                       39


<PAGE>

finds a document or documents constituting a part of a Mortgage File to be
defective in any material respect, the Mortgage Document Custodian shall
promptly so notify the Trustee and CMSI, whereupon CMSI shall have a period of
180 days within which to correct or cure any such defect (including correction
or cure by substitution of Mortgage Loans to the extent permitted by Section
2.04). If any such material defect has not been corrected or cured, CMSI will,
not later than 180 days after the Mortgage Document Custodian's notice
respecting such defect, repurchase the related Mortgage Loan from the Trustee at
a price equal to (i) 100% of the Adjusted Balance on such Mortgage Loan, after
taking into account any principal payable thereon on the Due Date in the month
of repurchase, plus (ii) accrued and unpaid interest thereon at the Mortgage
Note Rate less in the case of a Third Party Mortgage Loan, the applicable
Expense Rate, to the first day of the month in which proceeds of such repurchase
are distributed to the Certificateholders, plus (iii) any unreimbursed payments
with respect to such Mortgage Loan, to the extent not covered in (ii) above, as
part of a Voluntary Advance, a Trustee Advance or an Advance Account Advance
whereupon all Voluntary Advances, Trustee Advances and Advance Account Advances
will be reimbursed to the Trustee or deemed reimbursed to CMSI, as the case may
be, with respect to such Mortgage Loan by such respective amounts.
Notwithstanding the preceding two sentences, any material defect that causes a
Mortgage Loan to fail to constitute a "qualified mortgage" within the meaning of
Code Section 860G(a)(3) shall either be corrected or cured by CMSI or, failing
such correction or cure, CMSI shall repurchase such Mortgage Loan at the price
described in the preceding sentence (or, if within two years of the Startup Day,
or such other period as may be permitted by the REMIC Provisions, substitute an
Eligible Substitute Mortgage Loan therefor pursuant to Section 2.04) no later
than 90 days after the discovery of such material defect. Any such repurchase
shall be considered a prepayment in full of such Mortgage Loan on such Due Date
and shall be deposited (net of reimbursed Voluntary Advances, Trustee Advances
and Advance Account Advances) by CMSI in the Certificate Account and, upon
receipt by the Trustee of written notification of such deposit signed by an
Authorized Officer of CMSI, the Trustee shall direct the Mortgage Document
Custodian to release to CMSI the related Mortgage File and shall execute and
deliver such instruments of transfer or assignment furnished to the Trustee, in
each case without recourse, as CMSI shall reasonably request, to vest in CMSI
any Mortgage Loan released pursuant hereto. Any repurchase by CMSI of a Mortgage
Loan hereunder shall be deemed to include the right to receive any Remittance
thereon payable after the month of repurchase, and the Trustee shall, upon
receipt of any such Remittance, promptly remit the amount of such Remittance to
CMSI. It is understood and agreed that the obligation of CMSI to repurchase any
Mortgage Loan or make a substitution therefor pursuant to Section 2.04 as to
which a material defect in a constituent document exists shall constitute the
sole remedy against CMSI with respect to such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders.

         The Trustee may, concurrently with the execution and delivery hereof or
at any time thereafter, enter into a Mortgage Document Custodial Agreement
substantially in the form of Exhibit C hereto pursuant to which the Trustee
appoints a Mortgage Document Custodian to hold the Mortgage Documents in trust
for the Trustee and the benefit of the Trustee and all present and future
Certificateholders, which may provide that the Mortgage Document Custodian shall
conduct the review of each Mortgage File required under the first paragraph of
this Section 2.02, provided that, if the Mortgage Document Custodian so
appointed is CMSI or an Affiliate of CMSI, the Trustee shall conduct such
review.

         Section  2.03.  Representations and Warranties of CMSI.  CMSI hereby
represents and warrants to the Trustee that:

                  (i) The information set forth in Exhibit B hereto was true and
correct in all material respects as of the date or dates respecting which such
information is furnished;

                  (ii) As of the Issue Date, each Mortgage will be a valid first
lien on the property securing the related Mortgage Note subject only to (a) the
lien of current real property taxes and assessments


                                       40


<PAGE>

as limited in clause (vi) below, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of the date of
recording of such Mortgage, such exceptions appearing of record being acceptable
to mortgage lending institutions generally or specifically reflected in the
appraisal obtained in connection with the origination of the related Mortgage
Loan, (c) other matters to which like properties are commonly subject which do
not in the aggregate materially interfere with the benefits of the security
intended to be provided by such Mortgage and (d) in addition, in the case of a
Mortgage on a cooperative apartment in a cooperative housing corporation, the
right of the related cooperative to cancel the related shares and terminate the
proprietary lease for unpaid assessments (general and special) owed by the
Mortgagor;

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

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

                  (v) As of the Issue Date, there is no mechanics' lien or claim
for work, labor or material affecting the premises subject to any Mortgage which
is or may be a lien prior to, or equal with, the lien of such Mortgage except
those which are insured against by the title insurance policy referred to in (x)
below;

                  (vi) As of the Issue Date, there is no delinquent tax or
assessment lien against any Mortgaged Property;

                  (vii) As of the Issue Date, there is no valid offset, defense
or counterclaim to any Mortgage Note or Mortgage, including the obligation of
the Mortgagor to pay the unpaid principal and interest on such Mortgage Note;

                  (viii) As of the Issue Date, each Mortgaged Property is free
of material damage and is in good repair;

                  (ix) Each Mortgage at the time it was originated complied in
all material respects with applicable state and federal laws, including, without
limitation, usury, equal credit opportunity, recording and disclosure laws;

                  (x) A lender's title insurance policy or binder (which shall
have been approved as such by either FNMA or the FHLMC) or other assurance of
title customary in the relevant jurisdiction therefor, was issued on the date of
the origination of each Mortgage Loan (other than a Mortgage Loan relating to a
cooperative apartment), and, as of the Issue Date, each such policy, binder or
assurance is valid and remains in full force and effect;

                  (xi) The Mortgage Loans conform in all material respects with
the descriptions thereof in the Prospectus and the Prospectus Supplement
relating to the Certificates;


                                       41


<PAGE>

                  (xii) Each Mortgage Loan having an original principal amount
exceeding 90% of its Original Value is covered by primary mortgage insurance at
least until the outstanding principal amount thereof is less than or equal to
80% of either the Original Value through principal payments by the Mortgagor or
the value thereof as determined by a new appraisal delivered subsequent to
origination. So long as it is in effect, such primary mortgage insurance covers
the losses arising from defaults in an amount equal to the excess, of the
outstanding principal amount of such Mortgage Loan over 75% of the Original
Value of such Mortgage Loan;

                  (xiii)   The  original  principal  amount  of each  Mortgage
Loan was not  more  than 95% of the Original Value of such Mortgage Loan; and

                  (xiv) With respect to each Buydown Mortgage Loan, the Buydown
Funds deposited in the Buydown Account, if any, will be sufficient, after
crediting interest at the rate per annum, if any, specified in the buydown
agreement compounded monthly to the Buydown Account and adding the amounts
required to be paid by the Mortgagor, to make the scheduled payments stated in
the Mortgage Note for the term of the Buydown Subsidy Agreement.

         It is understood and agreed that the representations and warranties set
forth in this Section 2.03 shall survive delivery of the respective Mortgage
Files to the Trustee. Upon discovery by CMSI or the Trustee of a breach of any
of the foregoing representations and warranties which materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan
(including any Mortgage Loan substituted for a nonconforming Mortgage Loan
pursuant to Section 2.04), the party discovering such breach shall give prompt
written notice to the other parties hereto. If within 60 days of the date of
such notice of breach or, with the prior written consent of a Responsible
Officer of the Trustee, such longer period specified in such consent, CMSI does
not cure such breach in all material respects (including by substitution of one
or more Eligible Substitute Mortgage Loans if and to the extent permitted by
Section 2.04), CMSI shall repurchase such Mortgage Loan from the Trustee.

         Any such repurchase of a Mortgage Loan by CMSI shall be accomplished in
the manner and at the repurchase price set forth in Section 2.02. Any such
repurchase shall be considered a prepayment in full of such Mortgage Loan on
such Due Date and shall be deposited (net of all Voluntary Advances, Trustee
Advances and Advance Amount Advances with respect to such Mortgage Loan, which
shall be reimbursed to the Trustee or deemed reimbursed to CMSI, as the case may
be) by CMSI in the Certificate Account and, upon receipt by the Trustee of
written notification of such deposit signed by an Authorized Officer of CMSI,
the Trustee shall release to CMSI the related Mortgage File and shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as CMSI shall reasonably request, to vest in CMSI any Mortgage Loan
released pursuant hereto. Any repurchase by CMSI of a Mortgage Loan hereunder
shall be deemed to include the right to receive any Remittance thereon payable
after the month of repurchase, and the Trustee shall, upon receipt of any such
Remittance, promptly remit the amount of such Remittance to CMSI. It is
understood and agreed that the obligation of CMSI to repurchase any Mortgage
Loan as to which a breach occurred and is continuing and the limited indemnity
set forth in the following paragraph shall constitute the sole remedies against
CMSI respecting such breach available to the Certificateholders or the Trustee
on behalf of the Certificateholders.

         Section 2.04.  Substitution of Eligible Substitute Mortgage Loans for
Nonconforming Mortgage Loans.

         (a)      CMSI shall have the right, in an event requiring a repurchase
pursuant to Section 2.02 or 2.03, to substitute one or more Eligible Substitute
Mortgage Loans for any one or more nonconforming Mortgage Loans, any such
substitution to take place on the day designated by CMSI (the "Substitution
Day")


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<PAGE>

occurring before a date two years after the Startup Day (or, if the Substitution
Day is not a Business Day, the next proceeding Business Day), subject to the
satisfaction of the conditions set forth in Section 2.01 and subject to the
satisfaction of the following conditions;

                  (i)      no Event of Default shall have occurred and be
continuing;

                  (ii) the aggregate Adjusted Balance of all Eligible Substitute
Mortgage Loans substituted on the Substitution Day (determined with respect to
each Eligible Substitute Mortgage Loan as of the Substitution Day) shall not
exceed an amount equal to 40% of the aggregate Adjusted Balance of all Mortgage
Loans as of the Closing Date;

                  (iii) the Trustee shall have received an Officer's Certificate
(A) stating that all conditions precedent to such substitution specified in this
subsection (a) have been satisfied and attaching as an exhibit a supplemental
Mortgage Loan schedule (the "Supplemental Mortgage Loan Schedule") setting forth
the same type of information as appears on the Mortgage Loan Schedule and
representing as to the accuracy thereof and (B) confirming that the
representations and warranties contained in Section 2.03 (other than paragraphs
(i) and (xi) thereof) are true and correct in all material respects with respect
to the Eligible Substitute Mortgage Loans on and as of the Substitution Day,
provided that remedies for the inaccuracy of such representation are limited as
set forth in Sections 2.02, 2.03 and this 2.04; and

                  (iv) the Trustee shall have received, not later than the
Substitution Day, an Opinion of Counsel (who may not be an employee of CMSI or
of an Affiliate of CMSI) and, if required by such counsel, a letter from an
accountant, dated the Substitution Day, to the effect (A) that all conditions to
such substitution specified in this subsection (a) have been satisfied, (B) that
the Eligible Substitute Mortgage Loans are "qualified replacement mortgages"
within the meaning of Code Section 860G(a)(4), and (C) that the substitution of
such Eligible Substitute Mortgage Loans will not result in the disqualification
of any Constituent REMIC as a REMIC under the Code or otherwise subject any
Constituent REMIC to any tax.

         (b)......In the event that, on the Substitution Day, any Prepaid
Installments have been received in the Certificate Account with respect to such
Mortgage Loan, the full amount of such Prepaid Installment shall be paid on the
Substitution Day to CMSI from the Certificate Account.

         (c)......Concurrently with the satisfaction of the conditions set forth
in Section 2.04(a) above and the grant of such Eligible Substitute Mortgage
Loans to the Trustee pursuant to Section 2.04(a) above, (A) Exhibit B to this
Agreement shall be deemed to be amended to exclude all Mortgage Loans being
replaced by such Eligible Substitute Mortgage Loans and to include, pursuant to
Section 10.01, the information set forth on the Supplemental Mortgage Loan
Schedule with respect to such Eligible Substitute Mortgage Loans, and all
references in this Agreement to Mortgage Loans shall include such Eligible
Substitute Mortgage Loans and (B) the Trustee shall release to CMSI the
nonconforming Mortgage Loan or Loans and execute and deliver such instruments of
transfer or assignment as may be required to transfer, without recourse, to CMSI
such nonconforming Mortgage Loan or Loans.

         Section 2.05. Authentication of Certificates. The Trustee has
authenticated and delivered or caused to be authenticated and delivered to or
upon the order of CMSI, in accordance with the CMSI Order, in exchange for the
Mortgage Loans, concurrently with the transfer and assignment to the Trustee of
the Mortgage Loans, Certificates duly authenticated by the Trustee in authorized
denominations evidencing the entire ownership of the Trust Fund. The Trustee
acknowledges that to the extent it holds any Class L Regular Interests, it holds
such Class L Regular Interests as assets of the Upper-Tier REMIC.

                                   ARTICLE III


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<PAGE>

                 CERTIFICATE ACCOUNT; PAYMENTS AND STATEMENTS TO
               CERTIFICATEHOLDERS; ADMINISTRATION AND SERVICING OF
                                 MORTGAGE LOANS

         Section 3.01. Collection of Moneys. Except as otherwise expressly
provided herein, the Trustee may demand or cause to be demanded payment or
delivery of, and shall receive and collect, directly and without intervention or
assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Trustee pursuant to this Agreement. The
Trustee shall hold all money and property received by it as part of the Trust
Fund and shall apply it as provided in this Agreement.

         CMSI shall make reasonable efforts to collect all payments called for
under the terms and provisions of the Mortgage Loans and shall, to the extent
such procedures shall be consistent with this Agreement, follow such normal
collection procedures as it deems necessary and advisable. CMSI shall not be
required to institute litigation with respect to collection of any payment if it
reasonably questions its ability to enforce the provision of the Mortgage Loan
under which such payment is required. Consistent with the foregoing, CMSI may in
its discretion (a) waive any late payment charge or any prepayment charge or
penalty interest in connection with the prepayment of a Mortgage Loan or any
assumption fees or other fees which may be collected in the ordinary course of
servicing such Mortgage Loan and (b) arrange with a Mortgagor a schedule for the
payment of principal and interest due and unpaid after the applicable Due Date,
provided, if the arrangement is for a period of more than 90 days, CMSI
reasonably believes that without such arrangement the Mortgagor would default on
the related Mortgage Loan. Regardless of whether any arrangement of the type
described in clause (b) above is made, any such Mortgage Loan shall be
considered delinquent for all purposes of this Pooling Agreement.

         Section 3.02. Certificate Account. (a) On or before the Issue Date,
CMSI shall open or cause to be opened with a Depository, Depositories or the
Trustee one or more accounts in the name of the Trustee, which shall
collectively be the "Certificate Account". The Certificate Account will be an
Investment Account if so specified in Article XII; otherwise, the Certificate
Account will be a non-interest bearing account. CMSI, on behalf of the Trustee,
shall promptly deposit, or cause to be deposited, daily in the Certificate
Account, within one Business Day following receipt and posting, all Remittances
related to Affiliated Mortgage Loans received by it. Remittances related to the
Third Party Mortgage Loans shall be deposited into the Custodial Accounts for
P&I and the Certificate Account in accordance with Section 3.03. All
Remittances, any amount required to be deposited in the Certificate Account
pursuant to Section 2.01, all other deposits therein pursuant to this Agreement,
and all investments made with such moneys, including all income or other gain
from such investments, shall be held by the Trustee in the Certificate Account
as part of the Trust Fund as herein provided, except for amounts from Buydown
Funds required to be deposited pursuant to Section 3.06, which shall be held by
the Trustee in the Buydown Account on behalf of the Mortgagors, subject to
withdrawal by the Trustee or CMSI as servicer for the purposes set forth in
subsections (b) and (c) of Section 3.04. All funds withdrawn from the
Certificate Account pursuant to subsection (b) of Section 3.04 for the purpose
of making distributions to the Certificateholders shall be applied in accordance
with said subsections. The Trustee shall take such steps as CMSI may reasonably
request in order to enable CMSI to make deposits to and withdrawals from the
Certificate Account in accordance with Sections 3.03, 3.14 and 3.16.

         Funds in the Certificate Account shall be invested and reinvested by
the Trustee at CMSI's written direction (subject to subsections (c) and (d) of
this Section 3.02) in one or more Eligible Investments bearing interest or sold
at discount. Notwithstanding the foregoing, no investment of any amount held in
the Certificate Account may mature later than the Business Day immediately
preceding the next Distribution Date; provided, however, that investments
(including repurchase agreements)


                                       44


<PAGE>

on which the Trustee, in its commercial capacity, is the obligor, may mature on
a Distribution Date if, under this Section 3.02, such investment could otherwise
mature on the Business Day immediately preceding such Distribution Date.

         All income from investment of moneys deposited in a Certificate
Account, and all proceeds of disposition of any assets in the Certificate
Account, shall be deposited by the Trustee, the Servicer or the Master Servicer
in such Certificate Account immediately upon receipt, and any loss resulting
from such investment shall be charged to such Certificate Account. The Trustee
shall have no liability for any loss incurred in connection with any investment
or any sale or liquidation thereof pursuant hereto, unless caused by its
negligence or willful misconduct.

         CMSI may deposit in each of the Certificate Account, Servicing Account
and Buydown Account the appropriate payments, collections and funds in respect
of one or more series of certificates issued under a registration statement
covering the CitiCertificates or similar certificates; provided that the senior
class of certificates of each such other series and the senior Class of
CitiCertificates are rated "AAA" or its equivalent (with respect to any Insured
Certificates, without regard to the Insurance Policy) or in the category "AA" or
its equivalent and the subordinated class of certificates of each such other
series and the subordinated Class of CitiCertificates are rated in the same
category by each Rating Agency, and provided further that separate accounting is
maintained.

         (b)      Funds and other property in the Certificate Account shall not
be commingled with any other moneys or property of the Trustee. Notwithstanding
the foregoing, the Trustee may hold any funds or other property received or held
by it as part of the Certificate Account in collective accounts maintained by it
in the normal course of its business and containing funds or property held by it
for other persons; provided that such accounts are under the sole control of the
Trustee and the Trustee maintains adequate records indicating the ownership of
all such funds or property and the portions thereof held for credit to the
Certificate Account.

         (c)      CMSI will not direct the Trustee to make any investment of any
funds in the Certificate Account or to sell any investment held in the
Investment Account except under the following terms and conditions:

                  (i) each such investment shall be made in the name of the
Trustee (in its capacity as such) or in the name of a Qualified Nominee of the
Trustee; and

                  (ii) each such investment shall be a "cash flow investment" as
defined in Code Section 860G(a)(6).

         (d)      Generally, no Eligible Investment shall be disposed of prior
to its maturity; provided, however, if any amounts are needed for disbursement
from the Certificate Account and sufficient uninvested funds are not available
therein to make such disbursement, in the absence of a CMSI Order for the
liquidation of investments held therein in an amount sufficient to provide the
required funds, the Trustee shall cause to be sold or otherwise converted to
cash a sufficient amount of the investments in the Certificate Account;
provided, further, however, that prior to any such sale or conversion to cash,
the Trustee shall have received (i) an Opinion of Counsel (which opinion may not
be provided by an employee of CMSI or of an Affiliate of CMSI) that such sale or
conversion to cash shall not constitute a "prohibited transaction" under Code
Section 860F(a), or (ii) (a) if such sale or conversion to cash constitutes such
a "prohibited transaction", the consent of the Holders of 100% Percentage
Interest of the Residual Certificates to the prohibited transaction together
with each such Holder's proportionate share of any tax imposed on the Trust Fund
attributable to such transaction and (b) an Opinion of Counsel (which opinion
may not be provided by an employee of CMSI or of an Affiliate of CMSI) that such
transaction will not disqualify any Constituent REMIC as a REMIC.


                                       45


<PAGE>

         (e)      The Trustee shall not in any way be held liable by reason of
any insufficiency in the Certificate Account or the Buydown Account except for
losses on investments which are liabilities of the Trustee in its commercial
capacity.

         (f)      Unless it shall have otherwise agreed in writing with CMSI,
the Trustee shall not be required to enter into repurchase obligations for the
investment of funds in the Investment Account with any Person whose repurchase
obligations would be Eligible Investments only if the requirements of subclause
(B) of clause (iii) of the definition of the term "Eligible Investments" were
complied with in connection with such investment.

         Section 3.03. Third Party Mortgage Loans; Custodial Accounts for P&I
and Certificate Account Deposits.

         (a)      The Master Servicer shall cause to be established and
maintained segregated Custodial Accounts for P&I and segregated Escrow Accounts
in accordance with the requirements of the Guide and shall deposit or cause to
be deposited therein within two Business Days the amounts related to the Third
Party Mortgage Loans required by the Third Party Servicing Agreements to be so
deposited. Proceeds received with respect to individual Third Party Mortgage
Loans from any title, hazard or other insurance policy covering such Mortgage
Loan other than any Primary Mortgage Insurance Certificate shall be deposited
first in the applicable Escrow Account if required for the restoration or repair
of the related Mortgaged Property. Proceeds from such insurance policies not so
deposited in the applicable Escrow Account and proceeds from any Primary
Mortgage Insurance Certificate shall be deposited in the Custodial Account for
P&I and shall be applied to the balances of the related Third Party Mortgage
Loans as payments of interest and principal. Third Party Servicers are
authorized to make withdrawals from the Custodial Accounts for P&I for the
purposes required or permitted by this Agreement and in accordance with the
Guide. The Trustee shall have no responsibility for monitoring such withdrawals.
The Custodial Accounts for P&I shall each bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Servicer and/or
the owners of the Third Party Mortgage Loans. Amounts deposited in any Custodial
Account for P&I shall be fully insured by the FDIC or the National Credit Union
Share Insurance Fund. To the extent amounts received for deposit in any
Custodial Account for P&I will not be fully insured, such excess shall either,
at the option of the Master Servicer, be secured by one or more Eligible
Investments maturing not later than the Determination Date with respect to such
amounts or in every other case be promptly remitted to the Certificate Account
or the account referred to in Subsection (d) below, such Eligible Investments as
evidenced by an Opinion of Counsel delivered and acceptable to the Trustee to
the effect that the Master Servicer has either a claim to the funds held by the
institution or a perfected first security interest against any such Eligible
Investments superior to the claims of any other depositor or general creditor of
such institution.

         The Master Servicer shall advance the payment of property taxes and
insurance premiums and other similar payments relating to the Third Party
Mortgage Loans that are not timely paid by the Mortgagors or advanced by the
Third Party Servicers or the Third Party Master Servicer on the date when such
tax, premium or other cost for which such payment is intended is due, but the
Master Servicer shall be required to so advance only to the extent that such
advances, in the good faith judgment of the Master Servicer, will be recoverable
by the Master Servicer out of Insurance Proceeds or Liquidation Proceeds or
otherwise from the related Third Party Mortgage Loans.

         Any amounts received by a Third Party Servicer with respect to a Third
Party Mortgage Loan shall be deemed to have been received by the Master Servicer
for purposes of this Agreement. In the event a Third Party Servicer fails to
remit any amounts received by the Third Party Servicer and required to be
remitted hereunder, the Master Servicer shall be obligated to transmit the
required amounts to the Trustee regardless of the failure of the Third Party
Servicer.


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<PAGE>

         The Master Servicer shall keep, or cause to be kept, and maintain, or
cause to be maintained, separate accounting on a Mortgage Loan by Mortgage Loan
basis, for any remittances to or payments from the Custodial Accounts for P&I.

         (b)      Not later than the Determination Date, the Master Servicer
shall withdraw or direct the withdrawal from any funds in the Custodial Accounts
for P&I and deposit into the Certificate Account the following amounts:

                  (i) Scheduled installments of principal and interest on the
         Third Party Mortgage Loans received or advanced by the Third Party
         Servicers or the Third Party Master Servicer which were due the first
         day of the current month, net of Third Party Servicing Fees due Third
         Party Servicers;

                  (ii)     Principal Prepayments in full and Liquidation  and
Insurance Proceeds net of Third Party Servicing Fees due Third Party Servicers;

                  (iii) Partial prepayments of principal received by the Third
         Party Servicer for such Mortgage Loans in the immediately preceding
         calendar month, or the current month in the case of partial prepayments
         received with the scheduled installments of principal and interest
         which were due on the first day of the current month; and

                  (iv)     Payments for repurchase of Third Party Mortgage Loans
by Third Party Servicers.

         (c)      Except as otherwise provided herein, the following payments
and collections received or made by the Master Servicer shall be deposited into
the Certificate Account on the Certificate Account Deposit Date (other than in
respect of principal of and interest on the Mortgage Loans due on or before the
Cut-Off Date):

         Not later than the Certificate Account Deposit Date, the foregoing
withdrawals and any amounts remitted to the Third Party Servicers pursuant to
paragraph (a) and (b) above shall be deposited into the Certificate Account;
provided, however, that (x) any Principal Prepayments in full, Liquidation or
Insurance Proceeds with respect to the Third Party Mortgage Loans shall not be
required to be deposited in the Certificate Account earlier than the Certificate
Account Deposit Date in the month succeeding the month in which such amount was
received by the related Third Party Servicer and (y) the Substitution Adjustment
Amount in connection with any Substitute Mortgage Loan and the proceeds from the
repurchase of a Third Party Mortgage Loan shall not be required to be deposited
in the Certificate Account earlier than the Certificate Account Deposit Date in
the month following the month during which the circumstances which gave rise to
such substitution or repurchase occurred.

         In addition, the Master Servicer shall deposit (or cause to be
deposited) in the Certificate Account not later than the third Business Day
preceding each Certificate Account Deposit Date, in the case of clause (i) and
in the case of clauses (ii) through (iv) below on the Certificate Account
Deposit Date:

                  (i) Any Voluntary Advances with respect to the Third Party
         Mortgage Loans in respect of such Distribution Date;

                  (ii) The amount, if any, with respect to a Third Party
         Mortgage Loan which was prepaid in full by the Mortgagor or for which a
         final liquidation has occurred during the preceding calendar month
         required to be deposited by the Master Servicer pursuant to Section
         3.25 hereof;


                                       47


<PAGE>

                  (iii) All Liquidation Proceeds received in the preceding month
         by the Master Servicer in connection with the liquidation of defaulted
         Third Party Mortgage Loans, net of related Liquidation Expenses;

                  (iv) All Insurance Proceeds with respect to a Third Party
         Mortgage Loan received in the preceding month by the Master Servicer,
         other than proceeds applied to the restoration or repair of the related
         Mortgaged Property; and

                  (v) With respect to the Third Party Mortgage Loans, any amount
         required to be deposited pursuant to Section 3.21.

         CMSI shall deposit in the Certificate Account not later than the
Certificate Account Deposit Date the Substitution Adjustment Amount in
connection with any Substitute Mortgage Loan being substituted and the amount
specified in Sections 2.02 and 2.03 paid by CMSI in respect of any Third Party
Mortgage Loan or property acquired in respect thereof as to which the
circumstances giving rise to substitution or purchase occurred during the month
preceding such Certificate Account Deposit Date (and not substituted or
purchased by a Third Party Servicer for which a deposit has already been made to
such Third Party Servicer's Custodial Account for P&I or otherwise deposited by
the Master Servicer).

         (d)      Prior to the Certificate Account Deposit Date the Master
Servicer may deposit the amounts described in Section 3.03(b) in a separate
account in the name of the Master Servicer and the Trustee (such account shall
be maintained in the trust department of a Depositor and shall bear a
designation clearly indicating that the principal of all investments in such
account is held for the benefit of the Trustee on behalf of the
Certificateholders) (the "Investment Account") for investment only in one or
more Eligible Investments. The Master Servicer shall bear any and all losses
incurred on any investments made with such funds and shall be entitled to retain
all gains realized on such investments as additional compensation for its
services as Master Servicer. The amount of any losses incurred in respect of any
such investments shall be deposited in the Investment Account by the Master
Servicer out of its own funds immediately as realized. Any successor master
servicer appointed pursuant to this Agreement shall not be responsible for
losses attributable to its predecessor. No investments held in the Investment
Account shall mature later than the Certificate Account Deposit Date.

         Section 3.04. Distributions. (a) By 11:00 a.m. (New York City time) on
each Distribution Date, the Trustee shall cause to be distributed from the
Certificate Account (or, to the extent provided in Articles XII and XIII, the
Upper-Tier REMIC Account) or shall cause the Paying Agent to distribute from a
designated account to each Certificateholder of record on the related Record
Date (other than as provided in Section 9.01 respecting the final distribution)
by check mailed to such Certificateholder at the address appearing in the
Certificate Register; if eligible for wire transfer as set forth in Article XII
and if the Trustee has received wiring instructions from the Certificateholder
by wire transfer; or by such other means of payment as such Certificateholder,
CMSI, the Paying Agent and the Trustee (if it is making payments directly to the
Certificateholders) shall agree, the amount required to be distributed to such
Certificateholder pursuant to the Certificates and this Agreement. If wiring
instructions are received by the Trustee, such instructions will remain in
effect until changed by such Certificateholder by written notice to the Paying
Agent and the Trustee at least five Business Days prior to a subsequent
Distribution Date.

         In the event CMSI appoints a Paying Agent, the Trustee will, on or
prior to each Distribution Date, deposit, in immediately available funds from
funds available in the Certificate Account, in an account designated by the
Paying Agent the amount required to be distributed to the Certificateholders on
such Distribution Date pursuant to subsections (b) and (c) of this Section 3.04
and, unless such Paying Agent is CMSI, the Trustee will promptly notify CMSI of
its deposit or its failure to make such deposit. CMSI will


                                       48


<PAGE>

cause any Paying Agent which is not the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent agrees with the Trustee that
such Paying Agent will:

         (1)      hold all amounts deposited with it by CMSI or the Trustee for
payment on the Certificates in trust for the benefit of the Certificateholders
until such amounts are paid to such Certificateholders or otherwise disposed of
as herein provided;

         (2)      give the Trustee notice of any default by CMSI the making of
any such deposit; and

         (3)      at any time during the continuance of any default of CMSI in
making such a deposit, upon the written request of the Trustee, forthwith pay to
the Trustee all amounts so held in trust by such Paying Agent.

         For each distribution to the Certificateholders or deposit with the
Paying Agent, the Servicer will use Affiliated Uncommitted Cash to make an
Affiliated Certificate Account Advance and the Master Servicer will use Third
Party Uncommitted Cash to make a Third Party Certificate Account Advance to
cover any Remittance Delinquencies relating to the Affiliated Mortgage Loans or
Third Party Mortgage Loans, respectively, prior to making any Voluntary Advances
or requesting that the Trustee (in its individual capacity) make a Third Party
Trustee Advance or Affiliated Trustee Advance (or an Advance Account Advance).

         (b)      Based on payments received with respect to the Mortgage Loans,
on each  Determination  Date the Servicer shall determine:

                  (i)      the Pool Distribution Amount;

                  (ii) the Class A Interest Amount, the Class A Unpaid Interest
Shortfall, the Class M Interest Amount, the Class M Unpaid Interest Shortfall,
the Class B Subclass Interest Amount for each Class B Subclass and the Class
B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Unpaid Interest Shortfall for
each Class B Subclass;

                  (iii) the Class A Optimal Principal Amount, the Class A Non-PO
Principal Amount, the Class A PO Principal Amount, Class M Optimal Principal
Amount and the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Optimal
Principal Amounts;

                  (iv) the Class A Principal Distribution Amount, the Class M
Principal Distribution Amount and the Class B-1, Class B-2, Class B-3, Class B-4
and Class B-5 Principal Distribution Amount;

                  (v)      the PO Loss Amount;

                  (vi)     the Available PO Loss Funds;

                  (vii)    the Insurance Premium, if any, and

                  (viii) Such other information as may be required to determine
the distributions to be made to Certificateholders in accordance with Article
XII.

         On each Distribution Date, the Trustee shall distribute or cause to be
distributed from funds on deposit in the Certificate Account (or, to the extent
provided in Articles XII and XIII, the Upper-Tier REMIC Account) to each
Certificateholder of record on the preceding Record Date such
Certificateholder's share


                                       49


<PAGE>

(based on the denomination represented by Certificates of the applicable Class
held by such Holder) of the amounts distributable to such Class or Subclass in
accordance with the priorities set forth in Articles XII and XIII, each such
amount being the amount thereof set forth in the applicable Distribution Date
Statement. Any such amount withdrawn for application to amounts distributable in
respect of interest or in reduction of Principal Amount pursuant to subsection
(d) of this Section 3.04, but not distributed because of the non-presentation of
the related Certificates, or because the check for such payment is returned
undelivered, shall be set aside and held by the Trustee in a separate trust
account for the benefit of the Holders of such Certificates, and all such
amounts will be deemed to have been distributed to such Holders for the purpose
of any calculations required by this Agreement and will no longer be available
for application to any other amounts due under this Agreement; provided, that
after two years, any such amount that remains in such separate account shall be
paid to the Holder of the Class LR or Class R Certificate, as appropriate
(except that any amounts representing reimbursement for Insured Payments shall
be paid to the Insurer), and after such payment the Holders of such Certificates
shall be required to seek payments as unsecured general creditors from the
Holder of the Class LR or Class R Certificate, as the case may be.

         (c)      On each Distribution Date, so long as CMSI shall have prepared
and delivered to the Trustee a Distribution Date Statement in respect of such
Distribution Date and the Trustee (based on such statement) shall have made, or,
in accordance with this Section 3.03, set aside from amounts in the Certificate
Account an amount sufficient to make the distributions on the Certificates then
required to be made as indicated in such Distribution Date Statement, plus an
amount equal to the Affiliated Uncommitted Cash and the Third Party Uncommitted
Cash, if any, to be in the Certificate Account as of such Distribution Date (to
the extent not required for either a Third Party Certificate Account Advance or
an Affiliated Certificate Account Advance), the amount of which unremitted cash
shall have been certified to the Trustee by CMSI, the cash balance, if any, then
remaining in the related Certificate Account shall be withdrawn from such
Certificate Account by or on behalf of the Trustee and applied to the payment of
the CMSI Fee, if any (to the extent not already retained by the Servicer or
Master Servicer pursuant to Section 3.23), the amount of such payment being set
forth in a certificate of a Servicing Officer or a Responsible Officer, as the
case may be. The balance, if any, of the amount so withdrawn shall be paid on
such Distribution Date by or on behalf of the Trustee to the Holder of the Class
LR Certificate. The Trustee is hereby authorized by CMSI to authorize, and the
Trustee hereby authorizes, the Depository to withdraw the amount of such balance
from the Certificate Account and pay it to the Holder of the Class LR
Certificate, on its behalf in accordance with such Servicer's Certificate.

         (d)      All reductions in Principal Amount of a Certificate (or one or
more Predecessor Certificates) effected by distributions made on any
Distribution Date or reductions thereof without distributions pursuant to
Article XIII or otherwise in accordance with this Pooling Agreement shall be
binding upon all Holders of such Certificate and of any Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
whether or not such distribution is noted on such Certificate. The final
distribution on each Certificate (including the final distribution on any
Certificate receiving a distribution in connection with a termination pursuant
to Section 9.01) shall be payable only upon presentation and surrender thereof
on or after the Distribution Date therefor at the office or agency of the
Trustee maintained by the Trustee for such purpose pursuant to Article XII.

         Whenever, on the basis of distributions on the Mortgage Loans received
and expected to be received since the preceding Determination Date, CMSI expects
that the Principal Amount of any Class of CitiCertificates will be reduced to
zero on the next Distribution Date it shall, not later than the third day
preceding such Distribution Date, mail or cause to be mailed to the Trustee and
each such Person in whose name a CitiCertificate to be so retired is registered
at the close of business on the applicable Record Date a notice to the effect
that:


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<PAGE>

                  (i) CMSI expects that funds sufficient to reduce such
Principal Amount to zero will be available in the Certificate Account on such
Distribution Date, and

                  (ii) if such funds are available, (A) such final distribution
will be made on such Distribution Date, but only upon presentation and surrender
of such CitiCertificate at the office or agency of the Trustee maintained for
such purpose pursuant to Article XII (the address of which shall be set forth in
such notice), and (B) no interest shall accrue on such CitiCertificate after the
end of the related Interest Accrual Period with respect to such Distribution
Date.

         (e)      Subject to the foregoing provisions of this Section, each
Certificate delivered under this Agreement upon registration of transfer of or
in exchange for or in lieu of any other Certificate shall carry the rights to
unpaid distributions that were carried by such other Certificate. Any checks
mailed pursuant to subsection (a) of this Section 3.04 and returned undelivered
shall be held in accordance with Section 3.04(b).

         (f)      Not later than the third Business Day next preceding each
Distribution Date, the Servicer shall prepare or cause to be prepared a
statement (a "Distribution Date Statement") with respect to such Distribution
Date setting forth:

                  (i) the Distribution Amount for such Distribution Date
(including the portion thereof which represents any Reimbursable Class A Non-PO
Losses, Reimbursable Class A PO Losses, Reimbursable Class M Losses and
Reimbursable Class B Losses for such Distribution Date);

                  (ii) the aggregate amount of interest accrued during the
related Interest Accrual Period on all Outstanding CitiCertificates and
Certificates and any Non-Supported Interest Shortfalls;

                  (iii) the aggregate amount of interest to be distributed on
each Class of CitiCertificates then Outstanding, identifying the portion thereof
attributable to Class A Unpaid Interest Shortfalls, Class M Unpaid Interest
Shortfalls or Class B Unpaid Interest Shortfalls;

                  (iv) the aggregate distribution in reduction of Principal
Amount to be made in respect of each Class of CitiCertificates then Outstanding;

                  (v) the amount in reduction of Principal Amount of the
CitiCertificates not the result of distributions in reduction of Principal
Amount;

                  (vi) whether the amount expected to be available in the
Certificate Account on such Distribution Date will be sufficient to pay on such
Distribution Date all amounts specified in clauses (iii) and (iv) above and, if
not, the percentages of each such amount which may be paid in accordance with
the priorities set forth in Section 3.04(b) from the amounts expected to be
available in the Certificate Account;

                  (vii) the amounts included in such statement pursuant to
clauses (iii) and (iv) above, expressed in each case per $1,000 Initial
Principal Amount (or initial notional amount) to be paid on such Distribution
Date,

                  (viii) the aggregate amounts of Servicing Fee and Master
Servicing Fee, if any, to be paid pursuant to Section 3.04(c);

                  (ix) the Special Hazard Loss Amount, Fraud Loss Amount and
Bankruptcy Loss Amount after giving effect to any changes thereto in respect of
the applicable Distribution Date;


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<PAGE>

                  (x) the amount, if any, to be withdrawn from the Certificate
Account and paid over to the Holder of the Class LR Certificate on such
Distribution Date pursuant to Section 3.04(c); and

                  (xi) the  Principal Amount of the CitiCertificates which will
remain Outstanding after giving effect to the distributions to be made on such
Distribution  Date,  expressed both on an aggregate basis and per $1,000 Initial
Principal Amount.

Each Distribution Date Statement shall be delivered, by 10:00 a.m. (New York
City time) on the date on which it is due to be prepared, by or on behalf of
CMSI, to the Trustee. The foregoing requirements shall be satisfied by timely
delivery of the reports to Certificateholders required pursuant to Section 3.05,
which collectively shall then be deemed a "Distribution Date Statement" for
purposes of this Agreement, with a copy to the Trustee and the Paying Agent.

         (g)      In the event that a Voluntary Advance is to be made on any
Distribution Date, the advancing Person shall deposit, in the case of an
Affiliated Mortgage Loan, in the Certificate Account not later than the Business
Day next preceding the Distribution Date an amount equal to such Voluntary
Advance or, in the case of a Third Party Mortgage Loan, an amount equal to such
advance in accordance with Section 3.03. It is understood and agreed that the
election of the Servicer or the Master Servicer or the Third Party Master
Servicer or a Third Party Servicer to make any such advance as permitted by this
subsection (g) of Section 3.04 is based upon its good faith judgment that the
amount of such advance will be recoverable from future payments and proceeds on
the related Mortgage Loan, and that no obligation, express or implied, exists
respecting any such advance.

         Section 3.05. Reports to Certificateholders. The Trustee will include,
or will cause to be included, with each distribution to Holders of
CitiCertificates and will send, or cause to be sent to the Rating Agencies and
each Underwriter, a statement, prepared or caused to be prepared by CMSI and
delivered to the Trustee, setting forth the following information (per $1,000
Initial Principal Amount or initial notional amount, as to (i) and (ii) below):

                  (i) to each Certificateholder of a Class of CitiCertificates
on which a distribution in reduction of the Principal Amount is then being made,
the amount of such distribution which represents a reduction in the Principal
Amount and the amount which represents interest, and the Principal Amount of a
Single Certificate after giving effect to the reduction of Principal Amount on
such Distribution Date;

                  (ii) to each Certificateholder of a Class of CitiCertificates
on which a distribution of interest only is then being made, the aggregate
Principal Amount or notional amount of Certificates Outstanding of each Class
after giving effect to the distributions in reduction of Principal Amount, if
any, made on such Distribution Date occurring subsequent to the last such report
and any reduction in Principal Amount pursuant to Section 13.02 including, if
any Accrual CitiCertificates are Outstanding, the aggregate Principal Amount of
Accrual CitiCertificates Outstanding and the amount of any accrued interest
added to the Principal Amount thereof on such Distribution Date;

                  (iii) the amount of Servicing Fee and Master Servicing Fee
received by CMSI during the calendar month preceding the month of such
distribution, as reduced, in the case of the Servicing Fee, in an amount up to
the Compensating Cap in connection with any Prepayment Interest Shortfalls;

                  (iv) the book value of any real estate acquired by the Trust
Fund through foreclosure or otherwise;


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<PAGE>

                  (v) the aggregate Adjusted Balance of the Mortgage Loans as of
the last day of the month next preceding the month of such distribution after
giving effect to payments on the Mortgage Loans due on the related Due Date and
Principal Prepayments distributed on the Distribution Date;

                  (vi)     the number and aggregate principal amount of Mortgage
Loans delinquent 30 days and 60 or more days (as determined by CMSI under the
Mortgage Bankers Association method);

                  (vii)    the aggregate  amount of  Remittances  received on
Mortgage Loans during the related Due Period;

                  (viii) any Voluntary Advances, Trustee Advances, Advance
Account Advances, Certificate Account Advances and any other amounts charged
thereto in respect of the applicable Distribution Date;

                  (ix) the Class A Subclass Principal Amount (or notional
amount) of each Subclass of Class A CitiCertificates, the Class M Principal
Amount and the Class B Subclass Principal Amount of each Subclass of the Class B
CitiCertificates on such Distribution Date;

                  (x)      any Class A Unpaid Interest Shortfall, Class M Unpaid
Interest  Shortfall and Class B Unpaid Interest Shortfall applicable to the
next succeeding Distribution Date;

                  (xi) the amount in reduction of Principal Amount of the
CitiCertificates not the result of distributions in reduction of Principal
Amount;

                  (xii) the Class A Principal Amount, the Class M Principal
Amount and the Class B Principal Amount as of the following Determination Date
after giving effect to the distribution of principal made and losses allocated
with respect to such Distribution Date; and

                  (xiii) the Class A Percentage, the Class A Prepayment
Percentage, the Class M Percentage, the Class M Prepayment Percentage, the Class
B-1 Percentage, the Class B-1 Prepayment Percentage, the Class B-2 Percentage,
the Class B-2 Prepayment Percentage, the Class B-3 Percentage, the Class B-3
Prepayment Percentage, the Class B-4 Percentage, the Class B-4 Prepayment
Percentage, the Class B-5 Percentage and the Class B-5 Prepayment Percentage for
the following Distribution Date.

         The Trustee will send, or will cause to be sent through the Certificate
Registrar, to Holders of Residual Certificates a statement setting forth the
information in paragraphs (i) through (viii).

         CMSI will provide Certificateholders that are federally insured savings
and loan associations with certain reports, and will provide access to
information and documentation regarding the Mortgage Loans included in the Trust
Fund, sufficient to permit such associations to comply with applicable
regulations of the Office of Thrift Supervision.

         In addition to the foregoing, CMSI, on behalf of the Trustee, shall
file with the Internal Revenue Service and furnish to Certificateholders such
statements or information at such times and in such manner as may be required by
the Code.

         Section 3.06. Application of Buydown Funds. On or before the Issue Date
if there are any Buydown Mortgage Loans in the Trust Fund, CMSI shall open or
cause to be opened the Buydown Account with the Depository in the name of the
Trustee, on behalf of the Mortgagors. With respect to each Buydown Mortgage
Loan, on the Business Day next following receipt of the Mortgagor's required
monthly payment


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<PAGE>

under the buydown agreement, CMSI will withdraw from the Buydown Account and
deposit, or cause to be deposited. in immediately available funds in the
Certificate Account an amount which, when added to such Mortgagor's payment,
will equal the full monthly payment due under the Mortgage Note. No later than
the fifth Business Day preceding the last Business Day of each calendar month,
CMSI will deposit, or cause to be deposited, in the Buydown Account in
immediately available funds an amount equal to interest at the rate per annum
specified in the buydown agreement compounded monthly on the Buydown Funds with
respect to each Buydown Mortgage Loan.

         If a Buydown Mortgage is fully prepaid while Buydown Funds remain in
the Buydown Account, the unpaid principal balance of such Buydown Mortgage Loan
will be reduced by the amount of such Buydown Funds (which reduction shall
constitute a Principal Prepayment) and, on the Business Day next following the
date of such Principal Prepayment, CMSI shall deposit, or cause to be deposited,
in the Certificate Account, such Buydown Funds. If the property securing a
Buydown Mortgage Loan is sold in liquidation of the Buydown Mortgage Loan
(either by CMSI or the insurer under any related Primary Mortgage Insurance
Certificate) while Buydown Funds remain in the Buydown Account, such Buydown
Funds shall be (i) deposited in the Certificate Account on the Business Day next
following such liquidation as a reduction of the unpaid principal balance of
such Buydown Mortgage Loan or (ii) if and to the extent required under any
applicable Primary Mortgage Insurance Certificate, paid to the insurer of the
Mortgage Loan.

         Section 3.07.  Tax Returns and Reports to Certificateholders.

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

         (b)      The Servicer shall prepare and file or cause to be prepared
and filed with the Internal Revenue Service and applicable state or local tax
authorities income tax or information returns for each taxable year with respect
to each Constituent REMIC, containing such information and at the times and in
the manner as may be required by the Code or state or local tax laws,
regulations, or rules, and shall furnish or cause to be furnished to
Certificateholders, the schedules, statements or information at such times and
in such manner as may be required thereby. Within 30 days of the Startup Day,
the Servicer shall furnish or cause to be furnished to the Internal Revenue
Service, on Form 8811 or as may otherwise be required by the Code, the name,
title, address, and telephone number of the person that the Holders of the
CitiCertificates may contact for tax information relating thereto, together with
such additional information as may be required by such Form, and shall update
such information at the time or times and in the manner required by the Code.
Such federal, state or local income tax or information returns shall be signed
by the Trustee or such other person as may be required to sign such returns by
the Code or state or local tax laws, regulations or rules.

         (c)      In the first federal income tax return of each of the
Constituent REMICs for its short taxable year ending December 31 in the year in
which the Startup Day occurs, REMIC status shall be elected for such taxable
year and all succeeding taxable years.

         (d)      The Servicer will maintain such records relating to each of
the Constituent REMICs, including but not limited to the income, expenses,
assets and liabilities thereof, and the adjusted basis of the property thereof
determined at such intervals as may be required by the Code, as may be necessary
to prepare the foregoing returns, schedules, statements or information.

         (e)      Each Holder of a Residual Certificate shall be deemed to have
agreed, by acceptance thereof, to be bound by this Section 3.07 and by Section
5.02 and by the "REMIC-Related Provisions" set forth in Article XII.


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<PAGE>

         Section 3.08.  Intentionally Omitted.

         Section 3.09. Reports by Independent Accountants. (a) CMSI hereby
appoints KPMG Peat Marwick LLP as its Independent Accountants for purposes of
preparing and delivering the reports or certificates required by this Section
3.09. Upon any resignation by such firm, CMSI shall promptly appoint a successor
thereto that shall also be a firm of Independent Accountants of recognized
national reputation. If CMSI shall fall to appoint a successor to a firm of
Independent Accountants which has resigned within 15 days after such
resignation, CMSI shall promptly notify the Trustee of such failure in writing.
If CMSI shall not have appointed a successor within 10 days thereafter, the
Trustee shall promptly appoint a successor firm of Independent Accountants of
recognized national reputation. The fees of such Independent Accountants and any
such successor shall be payable by CMSI as Servicer, or any successor Servicer.

         (b)      On or before March 31 in relation to the Affiliated Mortgage
Loans and September 30 in relation to the Third Party Mortgage Loans of each
year (each, a "Report Date"), beginning with the March 31 and September 30,
respectively in the year which begins not less than three months after the date
of the initial issuance of the Certificates, CMSI, at its expense, shall cause
the firm of Independent Accountants appointed pursuant to Section 3.09(a) (who
may also render other services to CMSI) to furnish a report to the Trustee and
to the Insurer to the effect that such firm has examined certain documents and
records relating to the servicing of mortgage loans under pooling and servicing
agreements substantially similar to this Pooling Agreement (which agreements
shall be described in a schedule to such statement), and that such examination,
which has been conducted substantially in compliance with the audit guide for
audits of non-supervised mortgagees approved by the Department of Housing and
Urban Development, the Uniform Single Attestation Program for Mortgage Bankers
or the Audit Program for Mortgage serviced by FHLMC for use by independent
public accountants (to the extent that the procedures in such audit guide are
applicable to the servicing obligations set forth in such agreements), has
disclosed no items of noncompliance with the provisions of this Pooling
Agreement which, in the opinion of such firm, are material, except for such
items of noncompliance as shall be set forth in such report. For purposes of
such report, such firm may conclusively presume that any pooling and servicing
agreement which governs certificates offered under a common registration
statement under the Act, covering the CitiCertificates or similar certificates
with the CitiCertificates is substantially similar to the Pooling Agreement,
unless such other pooling and servicing agreement expressly states otherwise.

         Section 3.10. CMSI to Act as Servicer of Affiliated Mortgage Loans.
CMSI (or any subservicer to whom such duties are delegated pursuant to Section
6.06 hereof) shall service and administer the Affiliated Mortgage Loans and
shall have the power and authority, acting alone, to do any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. The Servicer shall service the Affiliated Mortgage Loans in
accordance with its normal servicing procedures for mortgage loans held in its
own portfolio. CMSI may perform its servicing responsibilities in connection
with the Affiliated Mortgage Loans through agents or independent contractors as
set forth in Section 6.06. Without limiting the generality of the foregoing,
CMSI shall continue, and is hereby authorized and empowered by the Trustee, to
execute and deliver, on behalf of itself, the Certificateholders and the Trustee
or any of them, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge and all other comparable instruments, with
respect to the Affiliated Mortgage Loans and with respect to the properties
subject to their respective Mortgages. The Trustee shall furnish CMSI with any
powers of attorney and other documents necessary or appropriate to enable CMSI
to carry out its servicing and administrative duties hereunder.

         All costs incurred by CMSI in effecting the timely payment of taxes and
assessments on the properties related to the Affiliated Mortgage Loans subject
to the Mortgages shall not, for the purpose of calculating monthly distributions
to the Certificateholders, be added to the amount owing under the related


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<PAGE>

Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit,
and such costs shall be recoverable by CMSI pursuant to Section 3.16.

         The relationship of CMSI (and of any successor to CMSI as servicer or
Master Servicer under this Pooling Agreement) to the Trustee under this Pooling
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.

         Section 3.11. CMSI to Act as Master Servicer of Third Party Mortgage
Loans. CMSI, as Master Servicer, shall service and administer the Third Party
Mortgage Loans and shall have full power and authority, acting alone and/or
through a Third Party Master Servicer and Third Party Servicers, to do any and
all things in connection with such servicing and administration which it may
deem necessary or desirable in connection therewith. Without limiting the
generality of the foregoing, the Master Servicer in its own name is hereby
authorized and empowered by the Trustee, to execute and deliver, on behalf of
the Certificateholders and the Trustee or any of them, any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Third Party Mortgage Loans
and with respect to the properties subject to the Mortgages. The Trustee shall
furnish the Master Servicer with any powers of attorney and other documents
reasonably necessary or appropriate to enable the Master Servicer to carry out
its servicing and administrative duties of the Third Party Mortgage Loans.

         Unless otherwise specified herein with respect to specific obligations
of the Master Servicer, the Master Servicer shall service and administer the
Third Party Mortgage Loans in the best interests of, and for the benefit of, the
Certificateholders, in accordance with prudent mortgage loan servicing standards
and procedures accepted in the mortgage banking industry and in accordance with
the Guide. The Master Servicer shall promptly notify the Trustee in writing of
any event, circumstance or occurrence which may adversely affect the ability of
the Master Servicer to service any Third Party Mortgage Loan or to otherwise
perform and carry out its duties, responsibilities and obligations under and
accordance with this Agreement. The Master Servicer shall at all times maintain
accurate records and books of account and an adequate system of audit and
internal controls. All accounting and loan servicing records pertaining to each
Third Party Mortgage Loan shall be maintained in such manner as will permit the
Trustee, or its duly authorized representatives and designees to examine and
audit and make legible reproductions of records during reasonable business
hours. All such records shall be maintained for the period required by the Guide
or such longer period as is required by law.

         The Master Servicer intends to perform its servicing and administration
functions, as Master Servicer, pursuant to this Agreement through the Third
Party Master Servicer and the Third Party Servicers. All actions by the Third
Party Servicers or the Third Party Master Servicer with respect to the servicing
and administration of the Third Party Mortgage Loans shall be treated as though
done by the Master Servicer itself. All documents, instruments or contracts
executed by the Third Party Servicers on behalf of the Master Servicer shall be
treated by the Trustee as though executed by the Master Servicer itself.

         All costs incurred by the Master Servicer or by the Third Party Master
Servicer or any Third Party Servicers in effecting the timely payment of taxes
and assessments on the properties subject to the Third Party Mortgage Loans
shall not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the related Third Party
Mortgage Loans, notwithstanding that the terms of such Third Party Mortgage Loan
so permit, and such costs shall be recoverable by the Master Servicer to the
extent permitted by Section 3.16.

         Section 3.12. Servicing Agreements between Master Servicer and Third
Party Servicers; Enforcement of Third Party Servicers. (a) The Master Servicer
may enter into Third Party Servicing


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<PAGE>

Agreements with Third Party Servicers for the servicing and administration of
certain of the Third Party Mortgage Loans. References in this Agreement to
actions taken or to be taken by the Master Servicer in servicing the Third Party
Mortgage Loans include actions taken or to be taken by a Third Party Servicer on
behalf of the Master Servicer. Each Third Party Servicing Agreement will be upon
such terms and conditions as are not inconsistent with this Agreement and as the
Master Servicer and the Third Party Servicer have agreed and shall be effective
as of the date of conveyance of the Third Party Mortgage Loans by CMSI to the
Trustee. With the approval of the Master Servicer, a Third Party Servicer may
delegate its servicing obligations to third-party servicers, but such Third
Party Servicers will remain obligated under the related Third Party Servicing
Agreement. The Master Servicer and any Third Party Servicer may enter into
amendments thereto; provided, however, that any such amendments shall be
consistent with and not violate the provisions of this Agreement.

         (b)      As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Third Party Servicer under the related Servicing
Agreement including, without limitation, the obligation to make advances in
respect of delinquent payments as required by a Servicing Agreement, to purchase
a Mortgage Loan on account of defective documentation, as described in Section
2.02, or on account of a breach of a representation or warranty, as described in
Section 2.03. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Servicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Master Servicer shall pay the costs of such enforcement at its own expense, but
shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement only to the extent. if any, that such recovery exceeds all
amounts due in respect of the related Mortgage Loans or (ii) from a specific
recovery of costs, expenses or attorneys fees against the party against whom
such enforcement is directed. The Mater Servicer may perform its obligations
under this Subsection (b) directly or through the Third Party Master Servicer.

         Section 3.13. Liability of the Master Servicer. Notwithstanding any
Third Party Servicing Agreement, any of the provisions of this Agreement
relating to agreements or arrangements between the Master Servicer or a Third
Party Servicer or reference to actions taken through a Third Party Servicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the Third Party
Mortgage Loans in accordance with the provisions of Section 3.11 without
diminution of such obligation or liability by virtue of indemnification from the
Third Party Servicer and to the same extent and under the same terms and
conditions as though the Master Servicer alone were servicing and administering
the Third Party Mortgage Loans. For purposes of making distributions to
Certificateholders all amounts received by a Third Party Servicer in connection
with the Third Party Mortgage Loans shall be deemed to have been received by the
Master Servicer, and with respect to any successor Master Servicer from the time
such successor Master Servicer becomes the Master Servicer, whether or not such
amounts are actually remitted by the Third Party Servicer to the Master
Servicer. The Master Servicer shall be entitled to enter into any agreement with
a Third Party Servicer and nothing contained in this Agreement shall be deemed
to limit or modify such indemnification.

         Section 3.14. Collection of Certain Mortgage Loan Payments with respect
to an Affiliated Mortgage Loan; Certificate Account. The Servicer shall deposit
or cause to be deposited in the Certificate Account for Affiliated Mortgage
Loans the following amounts:

         (i)      All payments (other than payments due and payable, and
Principal Prepayments received, on or before the Cut-Off Date) on account of
principal, including Principal Prepayments, on the Affiliated Mortgage Loans;


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<PAGE>

         (ii)     All payments (other than those due and payable on or before
the Cut-Off Date) on account of interest on the Affiliated Mortgage Loans, net
of any Servicing Fee retained by it pursuant to Section 3.23;

         (iii)    Any Buydown Funds required to be deposited pursuant to Section
3.06;

         (iv)     All Liquidation Proceeds with respect to Affiliated Mortgage
Loans other than proceeds to be applied to the restoration or repair of the
property subject to the related Mortgage or released to the related Mortgagor in
accordance with normal servicing procedures;

         (v)      All proceeds of any Affiliated Mortgage Loans or property
acquired in respect thereof repurchased pursuant to Sections 2.02, 2.03, 2.04 or
9.01 (including any reserve funds established pursuant to Section 2.02);

         (vi)     Any Voluntary Advance with respect to an Affiliated Mortgage
Loan or Affiliated Trustee Advance;

         (vii)    Any Advance Account Advance with respect to an Affiliated
Mortgage Loan; and

         (viii)   The amount the  Servicer  is  required to pay into the
Certificate Account pursuant to Section 3.25 with respect to an Affiliated
Mortgage Loan.

CMSI shall cause all amounts collected with respect to the Affiliated Mortgage
Loans to be deposited in immediately available funds on the Business Day
following CMSI's receipt of cash or a check or other instrument representing
payment of any such amount. In the event that CMSI must repay any such amount,
by reason of the reversal of a provisional credit owing to the dishonor of a
Mortgagor's check or otherwise, CMSI shall promptly (x) withhold (or cause to be
withheld) a corresponding amount from a subsequent deposit into the Certificate
Account, and (y) restate (or cause to be restated) its accounts appropriately.
The foregoing requirements for deposit in the Certificate Account shall be
exclusive (except with respect to payments of Voluntary Advances made with
respect to Affiliated Mortgages pursuant to Section 3.04(g) and any Advance
Account Advance pursuant to Section 8.14), it being understood and agreed that,
without limiting the generality of the foregoing, amounts required to be
deposited into the Servicing Account, amounts in the nature of prepayment
charges, late payment charges, assumption fees and other fees and proceeds of
reimbursements of Property Protection Expenses received with respect to
Affiliated Mortgage Loans need not be deposited by CMSI in the Certificate
Account.

         Section 3.15. Collection of Taxes, Assessments and Other Items,
Servicing Account. In addition to the Certificate Account, Escrow Accounts,
Custodial Accounts for P&I and the Buydown Account, CMSI shall establish and
maintain or cause to be established and maintained with Depositories Servicing
Accounts and shall deposit therein all collections of taxes, assessments,
primary mortgage or hazard insurance premiums or comparable items for the
account of the Mortgagors. Withdrawals from the Servicing Account may be made
only to effect payment of taxes, assessments, primary mortgage or hazard
insurance premiums or comparable items, to reimburse CMSI out of related
collections for any payments made pursuant to Section 3.10 regarding taxes and
assessments, Section 3.17 regarding premiums on Primary Mortgage Insurance
Certificates and Section 3.18 regarding premiums on standard hazard insurance
policies, to refund to any Mortgagors any sums determined to be overages, or to
pay interest owed to Mortgagors on such account to the extent required by law or
to clear and terminate such accounts at the termination of this Agreement in
accordance with Section 9.01.


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<PAGE>

         Section 3.16. Permitted Withdrawals from the Certificate Account. CMSI
may, from time to time, make (or cause to be made) payments from the Certificate
Account for the following purposes, in order of priority listed:

         (i)      To pay itself the  Servicing  Fee and  Expenses (to the extent
not withheld from payments of interest received on the Mortgage Loans);

         (ii)     To effect reimbursement for Liquidation Expenses theretofore
incurred in respect of any Mortgage Loan in an amount not to exceed the amount
of Liquidation Proceeds deposited in respect of such Mortgage Loan pursuant to
Sections 3.04 and 3.10, net of the Servicing Fee or, Expenses, as applicable, as
hereinafter specified, and, to the extent that Liquidation Proceeds after such
reimbursement are excess of the principal balance of the related Mortgage Loan
together with accrued and unpaid interest thereon at the Mortgage Note Rate to
the date of purchase at the foreclosure sale, liquidation proceeding or
otherwise, pay to itself an amount equal to such excess and to pay itself the
amounts due the Servicer under Section 3.21 relating to deficiency actions;

         (iii)    To effect reimbursement for Voluntary Advances, or to
reimburse the Trustee for Third Party Trustee Advances or Affiliated Trustee
Advances, with respect to Mortgage Loans the right to reimbursement pursuant to
this clause (iii) being limited to amounts received on particular Mortgage Loans
(including, for this purpose, Insurance Proceeds and Liquidation Proceeds) that
represent late recoveries of payments of principal and/or interest respecting
which any such advance was made;

         (iv)     To effect reimbursement for any Voluntary Advances or Trustee
Advance, as applicable (or portion thereof) that the advancing Person has
determined in good faith to have become Nonrecoverable Advances;

         (v)      To effect reimbursement for advances made with respect to any
Mortgage Loan as contemplated by Section 3.10 in payment of taxes or
assessments, pursuant to Section 3.17 in payment of premiums on Primary Mortgage
Insurance Certificates, and pursuant to Section 3.18 in payment of hazard
insurance premiums (except premiums on the blanket policy referred to in Section
3.18) in any amount not heretofore reimbursed out of the Servicing Account, in
each case to the extent and only to the extent that reimbursements of such
advances with respect to such Mortgage Loans have been deposited in the
Certificate Account pursuant to Sections 3.03 or 3.14;

         (vi)     To make payments permitted pursuant to the last sentence of
Section 6.03;

         (vii)    To effect reimbursement for Voluntary Advances, to reimburse
the Trustee for Third Party Trustee Advances and Affiliated Trustee Advances, to
reimburse the Advance Account for any Advance Account Advances, theretofore made
in respect of any Mortgage Loan in an amount not to exceed at any time in the
aggregate the amount of payments from time to time deposited in the Certificate
Account and not required to be distributed to the Certificateholders (including,
for this purpose, Liquidation Proceeds and Insurance Proceeds covering the
property subject to the related Mortgage);

         (viii)   To make payments in the amounts and in the manner provided in
Sections 3.04, 12.01 and 13.01;

         (ix)     To clear and terminate the Certificate Account pursuant to
Section 9.01; and

         (x)      To pay to itself or the Seller, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof that has
been purchased pursuant to Section 2.02, 2.03 or 9.01, all


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amounts received thereon following such purchase and not distributed as of the
date on which the related Adjusted Balance or Purchase Price is determined.

         CMSI shall keep and maintain (or cause to be kept and maintained)
separate accounting records, on a Mortgage Loan-by-Mortgage Loan basis, for the
purpose of accounting for withdrawals from the Certificate Account pursuant to
clauses (ii), (iii), (iv),(vi), (vii), (viii) and (xi) of this Section;
provided, however. that it is understood and agreed that such records need not
be retained by CMSI for a period longer than its five most recent fiscal years.

         Section 3.17. Maintenance of Primary Mortgage Insurance Certificates.
CMSI covenants and agrees to exercise its best reasonable efforts to cause to be
maintained and kept in full force and effect each Primary Mortgage Insurance
Certificate in accordance with the terms of such Primary Mortgage Insurance
Certificate. CMSI agrees to effect the timely payment of the premium on each
Primary Mortgage Insurance Certificate, and such costs not otherwise recoverable
shall be recoverable by CMSI pursuant to Section 3.16. In connection with its
activities as administrator and servicer of the Mortgage Loans, CMSI agrees to
present, on behalf of itself, the Trustee and the Certificateholders, claims to
the insurer under each Primary Mortgage Insurance Certificate and, in this
regard, to take such reasonable action as shall be necessary to permit recovery
under any Primary Mortgage Insurance Certificate respecting a defaulted Mortgage
Loan. Pursuant to Section 3.16, any amounts collected by CMSI under any Primary
Mortgage Insurance Certificate shall be deposited in the Certificate Account,
subject to withdrawal pursuant to Section 3.16. CMSI shall have the power to
substitute for any Primary Mortgage Insurance Certificate another substantially
equivalent policy issued by another insurer, provided that no such substitution
shall be made unless (i) CMSI shall have been advised by each Rating Agency that
such substitution will not negatively affect the then-current rating by such
Rating Agency of the CitiCertificates (with respect to any Insured Certificates,
without regard to the Insurance Policy) or (ii) the claims-paying ability of the
primary mortgage insurer is, at the time of such substitution, rated by each
Rating Agency rating the CitiCertificates at least in the category of "AA" or
its equivalent.

         Section 3.18. Maintenance of Hazard Insurance, Property Protection
Expenses. CMSI shall cause to be maintained for each Mortgage Loan (other than a
Mortgage Loan relating to a cooperative apartment) hazard insurance with
extended coverage in an amount which is at least equal to (a) the maximum
insurable value of the improvements securing such Mortgage Loan if such amount
is less than the unpaid principal balance on the related Mortgage Loan, (b) the
principal balance owing on such Mortgage Loan if such amount is greater than or
equal to 80% but is less than or equal to 100% of the insurable value or (c) 80%
of the insurable value if principal balance the Mortgage Loan is less than 80%
of the insurable value. Except in the case of cooperative apartments, CMSI shall
also maintain on property acquired upon foreclosure, or by deed in lieu of
foreclosure, hazard fire insurance with extended coverage in an amount which is
at least equal to the lesser of (a) the maximum insurable value from time to
time of the improvements which are a part of such property or (b) the unpaid
principal balance from time to time on such Mortgage Loan at the time of such
foreclosure or deed in lieu of foreclosure plus accrued interest at the Mortgage
Note Rate and the good-faith estimate of CMSI of related Liquidation Expenses to
be incurred in connection therewith. To the extent provided in Sections 3.10 and
3.04, amounts collected by CMSI under any such policies shall be deposited in
the Certificate Account (other than in the case of Third Party Mortgage Loans,
amounts to be applied to the restoration or repairs of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Guide). Any cost incurred by CMSI in maintaining any such
insurance shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the related Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan may so permit. Such
costs shall be recoverable by CMSI pursuant to Sections 3.04 and 3.16. In cases
in which property securing any Mortgage Loan is located in a federally
designated flood area, the hazard insurance to be maintained for such Mortgage
Loan shall include flood insurance. It is understood and agreed


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that no earthquake or other additional insurance is to be required of any
Mortgagor or maintained on property acquired in respect of a Mortgage Loan,
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. If CMSI shall obtain
and maintain a blanket policy insuring against hazard losses on all of the
Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.16, it being
understood and agreed that such policy may contain a deductible clause, in which
case CMSI shall, in the event that there shall not have been maintained on the
related Mortgaged Property a policy complying with the first sentence of this
Section, and there shall have been a loss which would have been covered by such
policy, deposit in the Certificate Account the amount not otherwise payable
under the blanket policy because of such deductible clause.

         Section 3.19. Assumption and Modification Agreements Relating to
Mortgage Loans. In any case in which property relating to a Mortgage Loan
subject to a Mortgage has been or is about to be conveyed by the Mortgagor, CMSI
shall exercise (or cause to be exercised) the right to accelerate the maturity
of such Mortgage Loan under any due-on-sale clause applicable thereto to the
extent of its contractual arrangements with such Mortgagor. If it is prevented,
as provided in the last paragraph of this Section, from enforcing any such
clause or if the Mortgage Loan does not contain an enforceable due-on-sale
provision, CMSI is authorized to take or enter into an assumption and
modification agreement from or with the Person to whom such property has been or
is about to be conveyed, pursuant to which such Person becomes liable under the
related Mortgage Note and the Mortgagor remains liable thereon; provided, that
such Mortgage Loan as assumed or modified meets the requirements set forth in
this Pooling Agreement with respect to the Mortgage Loans initially included in
the Trust Fund and that the Mortgage Loan shall continue to be covered by my
related Primary Mortgage Insurance Certificate and hazard insurance policy. CMSI
shall notify the Trustee that any assumption and modification agreement has been
completed by forwarding to the Mortgage Document Custodian (with a copy to the
Trustee) an original thereof, which original shall be added by the Mortgage
Document Custodian to the related Mortgage File and shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. In connection with any
such agreement, the interest rate of the related Mortgage Note shall not be
changed nor shall any other term affecting the amount or timing of payment on
the Mortgage Loan be changed. Any fee collected by CMSI for entering into any
such agreement will be retained by CMSI as additional servicing compensation.

         Notwithstanding the foregoing paragraph of this Section or any other
provision of this Pooling Agreement, CMSI shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan, or transfer of the property subject to a Mortgage
without the assumption thereof, by operation of law or by reason of any
assumption or transfer which CMSI reasonably believes it may be restricted by
law from preventing or which would result in non-coverage of any resulting loss
that would otherwise be covered under the Mortgage Pool Insurance Policy and any
related Primary Mortgage Insurance Certificate, for any reason whatsoever.

         Section 3.20.  Intentionally Omitted.

         Section 3.21. Realization on Defaulted Mortgage Loans. CMSI shall use
its best efforts, consistent with its customary servicing procedures, to
foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.01. Consistent with the foregoing, CMSI shall use
reasonable efforts to realize upon defaulted Mortgage Loans in such manner as
will maximize the receipt of principal and interest by the Certificateholders,
taking into account, among other things, the timing of foreclosure proceedings.
In the event a deficiency action is available against the Mortgagor or any other
person, CMSI may proceed for the deficiency. The Servicer


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or Master Servicer may retain twenty-five percent of the net proceeds received
from a Mortgagor pursuant to a deficiency action as compensation for entering
into such deficiency action. Foreclosure on shares issued by cooperative housing
corporations shall be by sale in accordance with the provisions of Article 9 of
the Uniform Commercial Code in effect in the applicable jurisdiction.

         In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee on behalf of the Trust Fund.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgage Loan shall (except for purposes of Section 9.01) be
considered to be an Outstanding Mortgage Loan such time as the Mortgaged
Property shall be sold and such Mortgage Loan becomes a Liquidated Loan.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such Mortgage Loan shall be considered to be an Outstanding Mortgage Loan, it
shall be assumed that the related Mortgage Note and its amortization schedule in
effect on and after such acquisition of title (after giving effect to any
previous Principal Prepayments, and before any adjustment thereto by reason of
any Deficient Valuations and Debt Service Reductions or any similar proceeding
or any moratorium or similar waiver or grace period) remain in effect
(notwithstanding that the indebtedness evidence by such Mortgage Note shall have
been discharged), subject to adjustment to reflect the application of REO
Proceeds received in any month. Net REO Proceeds received in any month shall be
deemed to have been received first in payment of the accrued interest that
remained unpaid on the date that such Mortgage Loan became an REO Mortgage Loan,
with the excess thereof, if any, being deemed to have been received in respect
of the delinquent principal installments that remained unpaid on such date.
Thereafter, Net REO Proceeds received in any month shall be applied to the
payment of installments of principal and accrued interest on such Mortgage Loan
deemed to be due and payable in accordance with the terms of such Mortgage Note
and such amortization schedule. If such Net REO Proceeds exceed the then
delinquent principal and interest installments on such Mortgage Loan, the excess
shall be treated as a Principal Prepayment received in respect of such Mortgage
Loan.

         In connection with any Liquidated Loan as to which CMSI has accepted a
deed in lieu of foreclosure, CMSI shall dispose of such Mortgaged Property prior
to the close of the third calendar year beginning after the year of acquisition
by the applicable Constituent REMIC unless (i) the Trustee shall have been
supplied with an Opinion of Counsel to the effect that the holding by the
applicable Constituent REMIC of such Mortgaged Property subsequent to such
period (and specifying the period beyond such period for which the Mortgaged
Property may be held) will not result in the imposition of taxes on "prohibited
transactions" of any of the Constituent REMICs as defined in Code Section 860F,
or cause any of the Constituent REMICs to fail to qualify as a REMIC at any time
that any CitiCertificates are Outstanding, in which case the applicable
Constituent REMIC may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel), or (ii) CMSI shall have
applied for, prior to the expiration of such period, an extension of such period
in the manner contemplated by Code Section 856(e)(3), in which case such period
shall be extended by the applicable period. Notwithstanding any other provision
of this Agreement, unless otherwise required pursuant to applicable state law,
no Mortgaged Property acquired by the applicable Constituent REMIC shall be (x)
rented (or allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the applicable Constituent REMIC in such
a manner or pursuant to any terms that would (1) cause such Mortgaged Property
to fall to qualify at any time as "foreclosure property" within the meaning of
Code Section 860G(a)(8), (2) subject any of the Constituent REMICs to the
imposition of any federal or state income taxes on "net income from foreclosure
property" earned from such Mortgaged Property within the meaning of Code Section
860G(c), or (3) cause the sale of such Mortgaged Property to result in the
receipt by any of the applicable Constituent REMICs of any income from
non-permitted assets as described in Code Section 860F(a)(2)(B) or (y) sold in
such manner or pursuant to any terms that would subject any of the Constituent
REMICs to the imposition of any federal or state income taxes on "net income
from foreclosure property" within the meaning of Code Section 860G(c), unless


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CMSI has agreed to indemnify and hold harmless each Constituent REMIC with
respect to the imposition of any such taxes.

         The foregoing is subject to the provision that, in any case in which
property subject to a Mortgage shall have suffered damage, whether from an
Uninsured Cause or otherwise, CMSI shall not be required to expend its own funds
in connection with any foreclosure or towards the restoration of such property
unless it shall determine in its discretion (a) that such restoration and/or
foreclosure will increase the net proceeds of liquidation of the related
Mortgage Loan to the Certificateholders after reimbursement to itself for such
expenses and (b) that such expenses will be recoverable by CMSI through either
Liquidation Proceeds or Insurance Proceeds (with respect to each of which it
shall have priority for purposes of withdrawals from the Certificate Account
pursuant to Section 3.16 from the related property, as contemplated in Section
3.16.) CMSI shall be responsible for all other costs and expenses incurred by it
in any such proceedings; provided, however, that it shall be entitled to
reimbursement thereof from the related property, as contemplated in Section
3.16. Notwithstanding the above, CMSI shall not be entitled to recover legal
expenses incurred in connection with liquidation proceedings where the Mortgagor
pays all delinquent payments and expenses and such proceedings are terminated
prior to liquidation, other than sums received from the Mortgagor for such
expenses.

         Notwithstanding anything to the contrary contained in this Section
3.21, the Servicer shall be under no obligation to foreclose upon or otherwise
convert the ownership of any Mortgaged Property which it believes may be
contaminated with or affected by pollutants, contamination, hazardous wastes or
hazardous substances. The Servicer shall not be liable to the Certificateholders
if, based on its belief that no such contamination or effect exists, the
Servicer forecloses on a Mortgaged Property and takes title to such Mortgaged
Property, and thereafter such Mortgaged Property is determined to be so
contaminated or affected.

         In the event CMSI does not elect to foreclose on a Mortgaged Property,
CMSI may, in the exercise of its judgment, elect to accept a payment or
payments, in connection with the sale by the Mortgagor of such Mortgaged
Property or the retention by the Mortgagor of such Mortgaged Property, in
aggregate amount less than the outstanding balance of the related Mortgage Loan
and accrued interest thereon.

         The Trustee shall furnish CMSI with any powers of attorney and other
documents necessary, or appropriate to enable CMSI to carry out its efforts in
realizing upon defaulted Mortgage Loans hereunder.

         Section 3.22. Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan or upon the receipt by CMSI of a
notification that payment in full will be escrowed in a manner customary for
such purpose, CMSI will immediately notify the Trustee by a certification (which
certification shall include a statement to the effect that all amounts received,
and all amounts required to be paid by CMSI pursuant to either Section 3.03 or
3.14 hereof, in connection with such payment which are required to be deposited
to the Certificate Account pursuant to Section 3.03 or 3.14 have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. Upon receipt of such certification and request, the Trustee shall
promptly direct the Mortgage Document Custodian to release the related Mortgage
Documents to CMSI. Upon any such payment in full, CMSI is authorized to execute,
pursuant to the authorization contained in Section 3.10, 3.11 or 3.14 as
applicable, an instrument of satisfaction regarding such Mortgage, which
instrument of satisfaction shall be recorded by CMSI if required by applicable
law and be delivered to the Person entitled thereto, it being understood and
agreed that no expenses incurred in connection with such instrument of
satisfaction shall be withdrawn from the Certificate Account. From time to time
and as appropriate for the servicing or foreclosure of any Mortgage Loan,
including for this purpose collection under any Primary Mortgage Insurance
Certificate, the Trustee shall, upon request of CMSI and delivery to the Trustee
of a receipt signed by a Servicing Officer, direct the Mortgage Document
Custodian to release the related Mortgage Documents to CMSI and shall execute
such


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documents furnished to the Trustee as shall be necessary to the prosecution
of any such proceedings. Such receipt shall obligate CMSI to return the Mortgage
Documents to the Trustee or the Mortgage Document Custodian, as the case may be,
when the need therefor by CMSI no longer exists unless the Mortgage Loan shall
have been prepaid or liquidated in the interim, in which case, upon receipt of a
certificate of a Servicing Officer similar to that hereinabove specified to such
effect, the receipt shall be released by the Trustee to CMSI.

         Section 3.23. Servicing Fee, Payment of Certain Expenses by CMSI. In
lieu of receiving the Servicing Fee for the Affiliated Mortgage Loans pursuant
to Section 3.04(c), CMSI as Servicer shall be entitled, prior to the payment of
the amounts described in Section 3.04(b), to withhold and pay to itself out of
each payment received by it on account of interest on each Affiliated Mortgage
Loan (subject to the other provisions of this Section) up to an amount which,
when deducted, will make the portion of interest on each Affiliated Mortgage
Loan being deposited in the Certificate Account for the applicable period equal
to the Pass-Through Rate. In addition, CMSI shall be entitled to receive the
Servicing Fee out of Liquidation Proceeds or Insurance Proceeds, in each case to
the extent permitted by Section 3.16. Any Servicing Fee payable to CMSI pursuant
to this Section shall be payable prior to any other distributions pursuant to
Article XII. Prepayment charges, assumption fees, late payment or other similar
charges shall be retained by CMSI as additional servicing compensation. Any
amounts that CMSI shall be required to deposit in the Certificate Account
pursuant to Section 3.25 shall be deemed to reduce the Servicing Fee to which
CMSI is entitled pursuant to this Section.

         The Third Party Master Servicer, as compensation for its activities,
shall be entitled to receive on each Distribution Date an amount with respect to
each Third Party Mortgage Loan as to which a monthly installment of principal
and interest has been received equal to one-twelfth of the Third Party Master
Servicing Fee Rate for such Mortgage Loan multiplied by the Adjusted Balance on
which such installment of interest accrued.

         As compensation for its activities under its Third Party Servicing
Agreements, each Third Party Servicer shall be entitled to an amount with
respect to each Third Party Mortgage Loan as to which a monthly installment of
principal and interest has been received equal to one-twelfth of the Third Party
Servicing Fee Rate for such Mortgage Loan multiplied by the Adjusted Balance on
which such installment of interest accrued. Each Third Party Servicer is
required to pay all expenses incurred by it in connection with its servicing
activities under its Third Party Servicing Agreement (including advance payment
of premiums for Primary Mortgage Insurance Certificates, if required) and shall
not be entitled to reimbursement therefor except as specifically provided in the
Third Party Servicing Agreement and not inconsistent with this Agreement.

         CMSI shall be required to pay all expenses incurred by it in connection
with its activities hereunder and shall not be entitled to reimbursement
therefor except as provided in Sections 3.15, 3.16 and 3.21.

         Section 3.24. Reports. (a) CMSI shall provide (or cause to be provided)
to the Paying Agent (if CMSI is not the Paying Agent) and the Trustee (if the
Trustee is not the Paying Agent) not later than 10:00 a.m. New York City time on
the Business Day next preceding the Distribution Date a statement of the
information set forth in clauses (i) through (viii) of Section 3.05, such
information to be given in the aggregate.

         (b)      Not later than 15 Business Days after receipt of a written
request from the Trustee, CMSI shall forward (or cause to be forwarded) to the
Trustee a statement, certified by a Servicing Officer, of the aggregate of
deposits in and withdrawals from the Certificate Account for each category of
deposit specified


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in Section 3.03 and 3.14 and each category of withdrawal specified in Section
3.16 for the immediately preceding distribution period or any prior distribution
period or periods specified by the Trustee.

         (c)      The Trustee may at any time during normal business hours
inspect and copy at CMSI's expense CMSI's books, records and accounts with
respect to the Mortgage Loans.

         (d)      CMSI shall provide (or cause to be provided) to any Insurer
the Insurer Deliverables.

         Section 3.25. Payments by CMSI. CMSI shall deposit in the Certificate
Account not later than the Distribution Date in the month next succeeding the
month in which Principal Prepayments are received the amount set forth in the
next paragraph.

         For Affiliated Mortgage Loans CMSI as Servicer shall deposit an amount
equal to the difference between (a) the product of (i) all such Principal
Prepayments related to the Affiliated Mortgage Loans received in the month prior
to the month in which the Distribution Date for such Determination Date falls
and (ii) the Pass-Through Rate divided by (iii) twelve (calculated on the basis
of a 360-day year, each month being assumed to have 30 days) less (b) the amount
of interest on such Principal Prepayments related to the Affiliated Mortgage
Loans required to be paid by the Mortgagors (adjusted to the Pass-Through Rate).
Such deposit shall be paid from, and limited to, the Servicing Fee received with
respect to scheduled interest payments due on the Affiliated Mortgage Loans on
the Due Date in the month in which such Distribution Date occurs or Principal
Prepayments related to the Affiliated Mortgage Loans received in the preceding
calendar month and other Servicing Fees received with respect to the calendar
month preceding the month in which such Distribution Date occurs. Such deposit
shall be applied first to interest with respect to partial Principal Prepayments
related to the Affiliated Mortgage Loans and second to interest with respect to
Principal Prepayments related to the Affiliated Mortgage Loans in full. No such
deposit shall be considered to be a Voluntary Advance by CMSI or be reimbursable
to CMSI, from cash in the Certificate Account or otherwise.

         For each Third Party Mortgage Loan CMSI, as Master Servicer shall cause
to be deposited an amount equal to (x) the amount by which the annual interest
at the related Mortgage Note Rate (net of the related Expense Rate) on the
prepaid Adjusted Balance of such Third Party Mortgage Loan divided by twelve
exceeds (y) the interest paid by Mortgagor from the due date of the last
scheduled payment of principal and interest on such Mortgage Loan to the date of
such prepayment (adjusted to the Mortgage Note Rate (net of the related Expense
Rate). Not later than the Distribution Date immediately succeeding such
Determination Date, the Master Servicer shall deposit in the Certificate Account
from its own funds the amount determined by aggregating, for each such Mortgage
Loan for which the amount determined pursuant to (x) above exceeds the amount
determined pursuant to (y) above, the amount of each such excess, but only to
the extent of (and in reduction of) the Master Servicer Fee payable to it
pursuant to Section 3.23 for the calendar month in which such prepaid principal
balance is received.

         Section 3.26. Refinancings of Mortgage Loans. In addition to waivers
and arrangements permitted by Section 3.01, CMSI reserves the right to offer
refinancings of any Affiliated Mortgage Loan or Third Party Mortgage Loan, if
such refinancing arises out of a request by the related Mortgagor for a
refinancing or a modification, or for other relief from the provisions of the
related Mortgage Loan.

         On the Deposit Date in the month next following the effective date of
the refinancing of any Mortgage Loan pursuant to this Section, CMSI shall
deposit, or cause to be deposited, into the Collection Account an amount equal
to the prepayment in full of such Mortgage Loan (net of all Voluntary Advances
and Trustee Advances with respect to such Mortgage Loan, which shall be
reimbursed to the Trustee or deemed reimbursed to CMSI, as the case may be) and,
upon receipt by the Trustee of written notification of


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such deposit signed by an Authorized Officer of CMSI, the related Mortgage File
shall be released, and the Trustee shall comply with the provisions of Section
3.22.

         For the purposes of this Section, a "refinancing" will include any
process with a Mortgagor that results in the refinanced Mortgage Loan be
identified and serviced as a "new mortgage loan" in the books, records and
servicing files of the Servicer.


                                   ARTICLE IV

                                  RESERVE FUND

                                   [Reserved]


                                    ARTICLE V

                                THE CERTIFICATES

         Section 5.01. The Certificates. The CitiCertificates and Residual
Certificates shall be substantially in the forms set forth as Exhibits hereto.
The Certificates shall be issued in the denominations specified in Article XII
and shall be executed by manual or facsimile signature on behalf of CMSI by its
Chairman, President or one of its Vice Presidents under its seal imprinted
thereon and attested by the manual or facsimile signature of its Secretary or
one of its Assistant Secretaries. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures were
affixed, authorized to sign on behalf of CMSI shall bind CMSI, notwithstanding
that such individuals or any of them have ceased to be so authorized prior to
the authentication and delivery of such Certificates or did not hold such
offices at the date of such Certificates. No Certificate shall be entitled to
any benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially in the
form set forth in Exhibit A hereto or, if an Authenticating Agent is appointed
pursuant to Section 8.12, executed by the Trustee or the Authenticating Agent by
manual signature, and such certificate upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. The CitiCertificates shall be engraved, printed or
lithographed in such manner as to comply with the requirements of The Depository
Trust Company or other Clearing Agency if such CitiCertificates are book-entry
securities.

         Until such time as Definitive Certificates are issued pursuant to
Section 5.06, each CitiCertificate designated as a Book-Entry Certificate in
Article XII shall be held in book-entry form and shall bear a legend in
substantially the following form:

         "Unless this certificate is presented by an authorized representative
of [the Clearing Agency] to the Issuer or its agent for registration of
transfer, exchange or payments and any certificate issued is registered in the
name of [the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."

         (b)      Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
the initial Clearing Agency, by, or on behalf of, the Issuer. Such
CitiCertificates shall initially be registered on the Certificate Register in
the name of the nominee of

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the initial Clearing Agency, and no Beneficial Owner will receive a definitive
certificate representing such Beneficial Owner's interest in the Book-Entry
Certificates, except as provided in Section 5.06. Unless and until definitive,
fully registered certificates ("Definitive Certificates") have been issued to
Beneficial Owners pursuant to Section 5.06:

                  (i)      the provisions of this Section 5.01(b) shall be in
full force and effect;

                  (ii) the Issuer, the Servicer, Master Servicer, the
Certificate Registrar and the Trustee may deal with the Clearing Agency for all
purposes (including the making of distributions on the Book-Entry Certificates
and the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;

                  (iii) to the extent that the provisions of this Section
5.01(b) conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;

                  (iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by law,
the rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates, refer to
actions taken by the Clearing Agency upon instructions from the Clearing Agency
Participants, and all references in this Agreement to distributions, notices,
reports and statements to Certificateholders shall, With respect to the
Book-Entry Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the Book-Entry
Certificates, as the case may be, for the distribution to Beneficial Owners in
accordance with the procedures of the Clearing Agency; and

                  (v) the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the CitiCertificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.

         For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified voting interests, such direction or consent
shall be given by Beneficial Owners having the requisite percentage interests.

         Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.06, copies of the reports or statements referred to
in Section 3.05 shall be available to Beneficial Owners upon written request to
the Trustee at the Corporate Trust Office.

         Section 5.02. Registration of Transfer and Exchange of Certificates.
CMSI shall maintain or cause to be maintained in accordance with the provisions
of Section 6.05 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, CMSI shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.

         Upon surrender for registration of transfer of any Certificate at the
office or agency maintained by CMSI set forth in Article XII, CMSI shall execute
and the Trustee or the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferee, one or more new
Certificates in authorized denominations of the same aggregate number of Single
Certificates or the same aggregate Percentage Interest, as the case may be.


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         At the option of the Certificateholder, Certificates may, be exchanged
for other Certificates of authorized denominations evidencing the same aggregate
number of Single Certificates or the same aggregate Percentage Interest, as the
case may be, upon surrender of the Certificates to be exchanged at any such
office or agency. Whenever any Certificates are so surrendered for exchange,
CMSI shall execute and the Trustee or Authenticating Agent shall authenticate
and deliver the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Trustee, CMSI and the Certificate Registrar duly
executed by the Holder thereof or his attorney duly authorized in writing.
Notwithstanding the foregoing, no transfer or exchange of any Residual
Certificate shall be made by the Trustee or Authenticating Agent unless the
Certificateholder making the exchange has complied with the provisions of this
Agreement, the respective Certificate and applicable securities laws.

         No service charge shall be made for any registration of transfer or
exchange of the Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         All Certificates surrendered for registration of transfer and exchange
shall be canceled and, subject to the record retention requirements of the
Exchange Act, subsequently destroyed by the Trustee or, at its direction, by the
Certificate Registrar.

         CMSI and the Trustee will cause the Certificate Registrar to provide to
the Paying Agent, if the Paying Agent is not the Certificate Registrar, not
later than the third Business Day next preceding the Distribution Date, the
names and addresses of the Certificateholders as of the Record Date and the
number of Single Certificates or Percentage Interest held of record by each of
them.

         Notwithstanding the foregoing, no legal or beneficial interest in all
or any portion of a Residual Certificate may be transferred, directly or
indirectly, to a "disqualified organization" win the meaning of Code Section
860E(e)(5), or to an agent of a disqualified organization (including a broker,
nominee, or other middleman) (an "Agent") and any such purported transfer shall
be void and of no effect. Further, no legal or beneficial interest in all or any
portion of a Residual Certificate may be registered in the name of a Plan or a
Person investing the assets of a Plan (such Plan or Person an "ERISA Prohibited
Holder") or in the name of a person that is not (i) a U.S. Person or (ii) a
non-U.S. Person that holds the Residual Certificate in connection with the
conduct of a trade or business within the United States and has furnished the
transferor and the Trustee with an effective Internal Revenue Service Form 4224
or (iii) a non-U.S. Person that has delivered to both the transferor and the
Trustee an opinion of a nationally recognized tax counsel to the effect that the
transfer of the Residual Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Residual Certificate will not be disregarded for federal
income tax purposes (any such person who is not described in clauses (i), (ii)
or (iii) above being referred to herein as a "Non-permitted Foreign Holder").
CMSI shall not execute and the Trustee or Authenticating Agent shall not
authenticate and deliver, a new Residual Certificate in connection with any
transfer of a Residual Certificate. and neither CMSI nor the Trustee shall
accept a surrender for transfer or registration of transfer, or register the
transfer of, any Residual Certificate unless the transferor shall have provided
to CMSI and the Trustee an affidavit, substantially in the form marked as
Appendix 1 hereto, signed by the transferee, to the effect that the transferee
is not such a disqualified organization, an agent for any entity as to which the
transferee has not received a substantially similar affidavit, an ERISA
Prohibited Holder or a Non-permitted Foreign Holder, accompanied by a written
statement signed by the transferor to the effect that, as of the time of the
transfer. the transferor has no actual knowledge that such affidavit is false.
Upon notice by CMSI that any legal or beneficial interest in any portion of a
Residual Certificate has been transferred, directly or indirectly, to a
disqualified organization or an Agent in contravention of the foregoing
restrictions, the Trustee shall furnish to the Internal Revenue Service and the
transferor of such Residual


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Certificate or to such Agent, within 60 days of the request therefor by such
transferor or such Agent, and CMSI agrees to provide the Trustee with the
computation of such information necessary to the application of Code Section
860E(e) as may be required by the Code, including but not limited to the present
value of the total anticipated excess inclusions with respect to such Residual
Certificate (or portion thereof) for periods after such transfer. At the
election of CMSI, the reasonable cost of computing and furnishing such
information may be charged to the transferor or such Agent; however, the Trustee
and CMSI shall in no event be excused from furnishing such information. Every
holder of a Residual Certificate shall be deemed to have consented to such
amendments to the Pooling Agreement as may be required to further effectuate the
restrictions on transfer of Residual Certificates to a disqualified
organization, an Agent, an ERISA Prohibited Holder or a Non-permitted Foreign
Holder.

         The affidavit described in the preceding paragraph shall also contain
the statement of the transferee that it (i) has historically paid its debts as
they have come due and intends to do so in the future, (ii) understands that it
may incur liabilities in excess of cash flows generated by the Residual
Certificate, (iii) intends to pay taxes associated with holding the Residual
Certificate as they become due and (iv) will not transfer the Residual
Certificate to any person or entity that does not provide a similar affidavit.
The transferor's statement to the Trustee accompanying the affidavit shall state
that the transferor has no knowledge or reason to know that the statements made
by the transferee with respect to clauses (i) and (iii) of the preceding
sentence are false. Each Residual Certificate shall bear a legend referring to
the restrictions contained in this paragraph and the preceding paragraph.

         Notwithstanding the foregoing, no transfer of any Private Certificate
may be made unless such Private Certificate has been registered under the Act
and applicable state securities or "blue sky" laws, or an exemption from the Act
and applicable state securities or "blue sky" laws is available. Upon surrender
for registration of transfer of any Private Certificate, (1) the Trustee shall
not accept surrender for transfer or registration of transfer of, or register
the transfer of, any Private Certificate and (2) CMSI shall not execute, and the
Trustee shall not authenticate and deliver, any new Private Certificate in
connection with the transfer of any Private Certificate, unless either (A) such
Private Certificate has been registered under the Act and applicable state
securities or "blue sky" laws, or (B) exemptions from the registration
requirements of the Act and applicable state securities or "blue sky" laws are
available, and the transferee delivers to the Issuer and the Trustee a letter
substantially to the effect set forth in Exhibit E to this Agreement and (1) if
such transferee is not a "Qualified Institutional Buyer" within the meaning of
Rule 144A of the Act, and if so requested by CMSI, in its sole discretion, an
opinion of counsel acceptable to CMSI shall have been delivered to CMSI and the
Trustee to the effect that such transfer is in compliance with either subclause
(A) or subclause (B) of this clause (i) of this Section 5.02; or (2) if such
transfer is to a non-institutional investor, unless such investor is an
accredited investor (as defined in Regulation D under the Act), has a net worth
(exclusive of primary residence) of at least $1,000,000 as confirmed in writing
to the Trustee.

         No transfer of an ERISA Restricted CitiCertificate may be made unless
any proposed transferee (i) executes a representation letter in substantially
the form of Exhibit F hereto and in substance satisfactory to the Trustee and
the Issuer either stating (a) that it is not, and is not acting on behalf of,
any employee benefit plan subject to Title I of ERISA or Section 4975 of the
Code, or a governmental plan, as defined in Section 3(32) of ERISA, subject to
any federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan") or using the assets of any such Plan to effect such purchase or (b) as
to the Class M or Class B CitiCertificates only, it is an insurance company and
the source of funds used to purchase the Class M CitiCertificates or the Class B
CitiCertificates is an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan with respect
to which the amount of such general accounts reserves and liabilities for the
contracts) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section


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<PAGE>

V(a)(1) of PTE 95-60) or by the same employee organization, exceed 10% of the
total of all reserves and liabilities of such general account (as such amounts
are determined under Section I(a) of PTE 95-60) at the date of acquisition or
(ii) provides (A) an opinion of counsel in form and substance satisfactory to
the Trustee and the Issuer that the purchase or holding of ERISA Restricted
CitiCertificate by or on behalf of such Plan will not result in the assets of
the Trust being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA and the Code or Similar Law and will not subject
the Master Servicer, Servicer, CMSI or the Trustee to any obligation in addition
to those undertaken in this Agreement and (B) such other opinions of counsel,
officers' certificates and agreements as Citicorp, CMSI or the Trustee may
require in connection with such transfer.

         Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to CMSI, the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Certificate Registrar or the Trustee that such Certificate has been
acquired by a bona fide purchaser, CMSI shall execute and the Trustee or
Authenticating Agent shall authenticate and deliver, in exchange for or in lieu
of such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like tenor and Initial Principal Amount, initial notional amount or Percentage
Interest. In connection with the issuance of any new Certificate under this
Section 5.03, the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section 5.03 shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued on
the Issue Date, whether or not the lost, stolen or destroyed Certificate shall
be found at any time.

         Section 5.04. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, CMSI, the Trustee, any Insurer, the
Certificate Registrar and any agent of CMSI, the Trustee or the Certificate
Registrar may treat the Person in whose name such Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 3.03 and for all other purposes whatsoever, and neither
CMSI, the Trustee, any Insurer, the Certificate Registrar nor any agent of CMSI,
the Trustee or the Certificate Registrar shall be affected by any notice to the
contrary.

         Section 5.05. Access to List of Certificateholders' Names and
Addresses. If the Trustee is not the Certificate Registrar and at any time
requests CMSI or the Certificate Registrar in writing to provide a list of the
names and addresses of Certificateholders, CMSI will furnish or (if the
Certificate Registrar is not CMSI) cause the Certificate Registrar to furnish to
the Trustee, within 15 days after receipt of a request, such list as of the most
recent Record Date, in such form as the Trustee may reasonably require. If three
or more Certificateholders (i) request such information in writing from the
Trustee, (ii) state that such Certificateholders desire to communicate with
other Certificateholders with respect to their rights under this Agreement or
under the Certificates and (iii) provide a copy of the communication which such
Certificateholders propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such request, afford such Certificateholders
access during normal business hours to the most recent list held by the Trustee,
if any. If such list is as of a date more than 90 days prior to the date of
receipt of such Certificateholders' request, the Trustee shall promptly request
from CMSI or the Certificate Registrar a current list and shall afford such
Certificateholders access to such list promptly upon its receipt by the Trustee.
Every Certificateholder, by receiving and holding a Certificate, agrees that
neither CMSI, the Certificate Registrar nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.


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         Section 5.06. Definitive Certificates. If (i)(A) the Servicer advises
the Trustee in writing that the Clearing Agency is no longer willing or able
properly to discharge its responsibilities as depository with respect to the
Book-Entry Certificates, and (B) the Servicer is unable to locate a qualified
successor, (ii) the Servicer, at its option, advises the Trustee in writing that
it elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of dismissal or resignation of the Servicer,
Beneficial Owners representing an aggregate Principal Amount of not less than
51% of the aggregate Voting Interest of each outstanding Subclass of Book-Entry
Certificates advise the Trustee through the Clearing Agency and Clearing Agency
Participants in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interests of the Beneficial Owners, the
Trustee shall notify the Beneficial Owners, through the Clearing Agency, of the
occurrence of any such event and of the availability of Definitive Certificates
to Beneficial Owners requesting the same. Upon surrender to the Trustee by the
Clearing Agency of the CitiCertificates held of record by its nominee,
accompanied by re-registration instructions and directions to execute and
authenticate new CitiCertificates from CMSI, the Trustee shall execute and
authenticate Definitive Certificates for deliver, at its Corporate Trust Office.
CMSI shall arrange for, and will bear all costs of, the printing and issuance of
such Definitive Certificates. Neither CMSI, the Servicer nor the Trustee shall
be liable for any delay in delivery of such instructions by the Clearing Agency
and may conclusively rely on, and shall be protected in relying on. such
instructions.

         Section 5.07. Notices to Clearing Agency. Whenever notice or other
communication to the Holders of Book-Entry Certificates is required under this
Agreement, unless and until Definitive Certificates shall have been issued to
Beneficial Owners pursuant to Section 5.06, the Trustee shall have all such
notices and communications specified herein to be given to Holders of Book-Entry
Certificates to the Clearing Agency.

                                   ARTICLE VI

                                      CMSI

         Section 6.01. Liability of CMSI. CMSI shall be liable in accordance
herewith only to the extent of the obligations specifically undertaken by CMSI
herein.

         Section 6.02. Merger or Consolidation of, or Assumption of the
Obligations of, CMSI. Any corporation into which CMSI may be merged or
consolidated, or any corporation resulting from an, merger, conversion or
consolidation to which CMSI shall be a party, or any corporation succeeding to
the business of CMSI, or any corporation, more than 50% of the voting stock of
which is, directly or indirectly, owned by Citicorp, which executes an agreement
of assumption to perform every obligation of CMSI hereunder, shall be the
successor of CMSI hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, that in the event that any such successor
corporation executes such agreement of assumption, CMSI shall not thereby be
released from any of its obligations or liabilities hereunder.

         Section 6.03. Limitation on Liability of CMSI and Others. Neither CMSI
nor any of its directors, officers, employees and agents shall be under any
liability to the Trust Fund or the Certificateholders for any action taken or
for refraining from the taking of any action pursuant to this Agreement, or for
errors in judgment, provided, however, that neither CMSI nor any such person
will be protected against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties or by reason of reckless disregard of obligations and duties
hereunder. CMSI and any director or officer or employee or agent of any of it
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder. CMSI and
any of its directors, officers, employees or agents shall be indemnified and
held harmless by the Trust Fund against any loss, liability or expense incurred
in connection with any suit in equity, action at law or


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other proceedings relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of duties hereunder or reckless disregard
of obligations and duties hereunder. CMSI shall not be under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its
duties to service the Mortgage Loans in accordance with this Agreement and which
in its respective opinion may involve it in any expense or liability, provided,
however, that CMSI may in its sole discretion undertake any such action which it
may deem necessary or desirable in respect of this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such whom and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Fund and CMSI shall be entitled to be reimbursed therefor out of the
Certificate Account.

         Section 6.04. CMSI Not to Resign. Subject to the provisions of Sections
6.02 and 6.06, CMSI shall not resign from the obligations and duties hereby
imposed on it without the consent of the Trustee, any Insurer, the Holders of
more than 66-2/3% of the Voting Interests of the CitiCertificates then
Outstanding and 66-2/3% of the Percentage Interests of the Residual
Certificates, except upon a determination that the performance of its duties
hereunder is no longer permissible under applicable law. Any such determination
permitting the resignation of CMSI shall be evidenced by an Opinion of Counsel
to such effect delivered to the Trustee. No resignation by CMSI shall become
effective until the Trustee or a successor servicer and master servicer shall
have assumed the responsibilities and obligations of CMSI in accordance with
Section 7.02.

         Section 6.05. Maintenance of Office or Agency. CMSI shall maintain or
cause to be maintained at its expense an office or offices or agency or agencies
where the Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon CMSI in respect of the
Certificates and this Agreement may be served. CMSI initially appoints the
Certificate Registrar designated in Article XII as its office for purposes of
receipt of notices and demands. CMSI will give prompt written notice to the
Trustee and to the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.

         Section 6.06. Delegation of Duties. CMSI may at any time without notice
or consent delegate any duties hereunder to any entity, including an entity more
than 50% of the stock of which is owned, directly or indirectly, by Citicorp;
provided that such entity has been approved as a seller/servicer by the Federal
Housing Administration, the Government National Mortgage Association ("GNMA"),
FNMA or FHLMC. Such delegation shall not, however, relieve CMSI of its
responsibility with respect to such duties.

         Section 6.07. Insurance. CMSI shall, for so long as it acts as Servicer
and Master Servicer under this Agreement, maintain in force (i) a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder, and (ii) a fidelity bond in respect of its
officers, employees and agents. Each such policy or policies and bond shall,
together, comply with the requirements from time to time of FNMA or FHLMC for
persons performing servicing for mortgage loans purchased by such association.

                                   ARTICLE VII

                                     DEFAULT


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         Section 7.01.  Events of Default.  If any one of the following events
("Events of Default") shall occur and be continuing:

         (a)      Any failure by CMSI, if CMSI is the Paying Agent, to
distribute to Certificateholders any payment required under the terms of this
Agreement (including any payment required to be made by CMSI pursuant to Section
3.25 hereof) or, if CMSI is not the Paving Agent, to pay over or to cause to be
paid over to the Paying Agent for such distribution, any payment so required or
to remit to the Trustee for deposit in the Certificate Account any payment
required to be made under the terms of this Agreement (including any payment
required to be made by CMSI pursuant to Section 3.25 hereof) which failure
continues unremedied for a period of (A) 10 Business Days after the date on
which written notice of such failure shall have been given to CMSI by or on
behalf of the Trustee, or to CMSI and the Trustee, by the Holders of the
Required Amount of the Certificates if CMSI falls to distribute or remit the
full amount of a required payment as the result of an error in calculating the
amount of such required payment or (B) 3 Business Days after written notice of
such failure shall have been given to CMSI as provided above if CMSI falls to
distribute or remit the full amount of a required payment for any reason other
than as a result of an error in calculation; or

         (b)      Failure on the part of CMSI to repurchase any Mortgage Loan as
required pursuant to Section 2.02 or 2.03 or to reimburse any Trustee Advance as
required pursuant to 8.13 hereof which continues unremedied for a period of 60
Business Days after the date upon which written notice of such failure shall
have been given to CMSI by or on behalf of the Trustee, or to CMSI and the
Trustee, by the Holders of the Required Amount of Certificates; or

         (c)      Failure on the part of CMSI duty to observe or perform in any
material respect any other covenants or agreements of CMSI set forth in the
Certificates or in this Agreement, which failure (A) materially affects the
rights of the Certificateholders and (B) continues unremedied for a period of 60
Business Days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to CMSI by or on behalf of the
Trustee, or to CMSI and the Trustee, by the Holders of the Required Amount of
CitiCertificates; or

         (d)      The entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator for CMSI in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of 60 consecutive days; or

         (e)      CMSI shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to CMSI or of or
relating to substantially all of its property, or CMSI shall admit in writing
its inability to pay its debts generally as they become due, file a petition to
take advantage of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend payment of
its obligations;

then, and in each and every such case, so long as an Event of Default shall not
have been remedied, the Trustee or the Holders of the Required Amount of
Certificates, by notice then given in writing to CMSI (and to the Trustee if
given by the Certificateholders) may terminate all of the rights and obligations
of CMSI as Servicer of the Affiliated Mortgage Loans and as Master Servicer of
the Third Party Mortgage Loans under this Agreement. On and after the receipt by
CMSI of such written notice, all authority and power of CMSI under this
Agreement, whether with respect to the Certificates or the Mortgage Loans or
otherwise, shall pass to and be vested the Trustee pursuant to and under this
Section 7.01; and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of CMSI as attorney-in-fact or
otherwise,


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<PAGE>

any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Mortgage
Loans and related documents or otherwise. CMSI agrees to cooperate with the
Trustee in effecting the termination of the responsibilities and rights of CMSI
hereunder, including, without limitation, the transfer to the successor servicer
for the administration by it of all cash amounts which shall at the time be held
by CMSI for deposit, or have been deposited by CMSI, in the Certificate Account
or Servicing Account or which shall thereafter be received with respect to the
Mortgage Loans. In addition to any other amounts which are then payable, or,
notwithstanding the termination of its activities as servicer and master
servicer of the Mortgage Loans, may become payable to CMSI under this Agreement
CMSI shall be entitled to receive out of any delinquent payment on account of
interest on a Mortgage Loan, due during the period prior to the notice pursuant
to this Section 7.01 which terminates the obligation and rights of CMSI
hereunder and received after such notice, that portion of such payment which it
would have received if such notice had not been given.

         Section 7.02. Trustee to Act; Appointment of Successor. On and after
the time CMSI receives a notice of termination pursuant to Section 7.01, the
Trustee shall be the successor in all respects to CMSI in its capacity as
servicer and master servicer under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities, duties,
limitations on liabilities and liabilities relating thereto placed on CMSI by
the terms and provisions hereof As compensation therefor, the Trustee shall,
except as provided in Section 7.01, be entitled to such compensation (whether
payable out of the Certificate Account or otherwise) as CMSI would have been
entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing finance institution
having a net worth of not less than $5,000,000 and approved as seller/servicer
by GNMA, FNMA or FHLMC as the successor to CMSI hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of CMSI
hereunder. The Trustee or successor to CMSI appointed hereunder shall not,
however, be required to advance funds held in the Certificate Account or
elsewhere, or to repurchase Mortgage Loans. Pending appointment of a successor
to CMSI hereunder, unless the Trustee is prohibited by law from so acting, the
Trustee shall act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it and
such successor shall agree; provided, however, that no such compensation shall
be in excess of that permitted CMSI hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

         Any successor to CMSI as servicer and master servicer shall during the
term of its service as servicer and Master Servicer maintain in force the policy
or policies which CMSI is required to maintain pursuant to Section 6.07.

         Section 7.03. Notification to Certificateholders. Upon any, termination
or appointment of a successor to CMSI pursuant to this Article VII, the Trustee
shall give or cause to be given prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.

                                  ARTICLE VIII
                                   THE TRUSTEE

         Section 8.01. Duties of the Trustee. The Trustee, prior to the
occurrence of an Event of Default and after the curing of all Events of Default
which may have occurred, undertakes to perform such duties and


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<PAGE>

only such duties as are specifically set forth in this Agreement. If an Event of
Default has occurred (which has not been cured), the Trustee shall exercise such
of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs. If the Trustee is
incorporated or organized under the laws of the State of New York, then, in
considering what actions are or are not prudent in the circumstances, to the
extent applicable, the Trustee shall consider the matters enumerated in Section
126(2)(a) through (e) of the New York Real Property Law, as such law is in
effect on the date of this Agreement, and in addition, the Trustee shall comply
with the provisions of subdivisions (3),(4) and (5) of Section 126 of the New
York Real Property Law, as such law is in effect on the date of this Agreement,
which provisions are hereby incorporated by reference in this Agreement if
herein set forth in full.

         The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.

         No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

         (a)      Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties and
obligations of the Trustee shall be determined solely by the express provisions
of this Agreement, the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against the
Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon if any certificates, statements, or
opinions furnished to the Trustee and conforming to the requirements of this
Agreement;

         (b)      The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent
facts;

         (c)      The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of the Holders of the Required Amount of Certificates
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Agreement;

         (d)      The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (i), (ii)
and (iii) of Section 7.01 or an Event of Default under clause (iv) or (v) unless
a Responsible Officer of the Trustee assigned to and working in the Corporate
Trust Office obtains actual knowledge of such failure or the Trustee receives
written notice of such failure at its Corporate Trust Office from CMSI or the
Holders of the Required Amount of Certificates.

         The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, mid
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of CMSI under this Agreement, except during such time, if
any, as the Trustee shall be the


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successor to, and be vested with the rights, duties, powers and privileges of,
CMSI in accordance with the terms of this Agreement.

         Section 8.02.  Certain Matters Affecting the Trustee.  Except as
otherwise provided in Section 8.01:

         (a)      The Trustee may rely and shall be protected in acting, or
refraining from acting upon any resolution, Officer's Certificate, certificate
of auditors or any other certificate, statement, instruments, opinion. report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

         (b)      The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;

         (c)      Whenever in the administration of this Agreement the Trustee
or its agent shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, including any
action by the Trustee pursuant to Section 10.01 hereof, the Trustee or its agent
(unless other evidence be herein specifically prescribed) may request and, in
the absence of bad faith on its part, rely upon any Officer's Certificate;

         (d)      The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation hereunder or in relation hereto, at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligations, upon the occurrence of an Event
of Default (which has not been cured), to exercise such of the rights and powers
vested in it by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs;

         (e)      The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

         (f)      Prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval bond or other paper or documents, unless
requested in writing so to do by the Holders of the Required Amount of
Certificates; provided, however, that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against such cost,
expense or liability as a condition to such proceeding. The reasonable expense
of every such examination shall be paid by CMSI or, if paid by the Trustee,
shall be reimbursed by CMSI upon demand. Nothing in this clause (vi) shall
derogate the obligation of CMSI to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors;

         (g)      The Trustee may appoint agents (which may include the Issuer
and its affiliates) to perform any of the responsibilities of the Trustee, which
agents shall have any or all of the rights, powers, duties and


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obligations of the Trustee conferred on them by such appointment, provided that
the Trustee shall continue to be responsible for its duties and obligations
under this Agreement; and

         (h)      The Trustee shall not be responsible for the selection of the
Mortgage Document Custodian or Mortgage Note Custodian, nor for the acts or
omissions by either of them in performance of their respective responsibilities
and obligations specified herein or in the Mortgage Document Custodial Agreement
or any other applicable agreement.

         Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of CMSI and the Trustee assumes no responsibility for the correctness
of the same. The Trustee makes no representations as to the validity or
sufficiency of this Agreement, the Mortgage Document Custodial Agreement or of
the Certificates (other than the certificate of authentication on the
Certificates) or of any Mortgage Loan or related document. The Trustee shall not
be accountable for the use or application by CMSI of any of the Certificates or
of the proceeds of such Certificates or for the use or application of any funds
paid to CMSI in respect of the Mortgage Loans or deposited in or withdrawn from
the Certificate Account or Servicing Account by CMSI. The Trustee shall have no
liability for any losses incurred as a result of (i) any failure of the Trust
Fund to qualify as the specified separate Constituent REMICs, (ii) any
termination, inadvertent or otherwise, of the status of the Trust Fund as the
specified separate Constituent REMICs, (iii) any tax on prohibited transactions
imposed by Code Section 860F(a)(1), (iv) any tax on net income from foreclosure
property imposed by Code Section 860G(c), (v) any tax on contributions to any
Constituent REMIC after the Startup Day imposed by Code Section 860G(d), (vi)
any erroneous calculation or determination or any act or omission of CMSI
hereunder or (vii) any erroneous information included in any federal, state or
local income tax or information return prepared pursuant to Section 3.06;
provided, that the Trustee shall not be excused hereby from liability for its
own negligence, bad faith or failure to perform its duties as specified herein.

         Section 8.04. Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of one or more
of the Certificates with the same rights as it would have if it were not Trustee
and may otherwise deal with CMSI or any of its Affiliates as if it were not the
Trustee.

         Section 8.05. Trustee's Fees and Expenses. Trustee's fees and expenses
(and those of any co-trustee appointed pursuant to Section 8.10), any
Co-Certificate Registrar, any Mortgage Document, Custodian, Depository, any
Co-Paying Agent, any Authenticating Agent appointed pursuant to Section 8.12 and
any agent of the Trustee appointed pursuant to Section 8.02(g) shall be paid by
CMSI, as Servicer, in accordance with Article XII. In consideration of paying
the amounts payable pursuant to this Section 8.05, CMSI may retain the Trustee
Fee payable with respect to the Third Party Mortgage Loans. The Trustee (and any
such co-trustee) shall be entitled to reasonable compensation (which shall not
be limited by any provision of law with respect to the compensation of a trustee
of an express trust) for all services rendered by them in the execution of the
trust or trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee, and upon notice to CMSI, the Trustee
will be paid or reimbursed by CMSI for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith or which is the responsibility of the
Certificateholders hereunder.

         The Trustee, each Co-Certificate Registrar, each Note Custodian, each
Mortgage Document Custodian, each Depository, each Co-Paying Agent, each
Authenticating Agent and any agent appointed pursuant to Section 8.02 are
entitled to indemnification from CMSI, as Servicer or Master Servicer, and will


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be held harmless against any loss, liability or expense incurred without
negligence or bad faith on their part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
hereunder. Such indemnification shall survive the payment of the Certificates
and termination of the Trust Fund, as well as the resignation or removal of CMSI
as Servicer (if such action which caused the need for the indemnification
occurred while CMSI acted as Servicer), and for purposes of such indemnification
neither the negligence nor bad faith of any of the entities enumerated in the
preceding sentence shall be imputed to, or adversely affect, the right of any
other enumerated person to be entitled to indemnification.

         Section 8.06. Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be a corporation or a national banking association,
other than an Affiliate of CMSI, having its principal office in the same state
as that in which the initial Trustee under this Agreement has its principal
office (or in the State of New York) and organized and doing business under the
laws of such State or the United States of America, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $30,000,000 and subject to supervision or examination by federal or state
authority. If such corporation or national banking association publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 8.06, the combined capital and surplus of such corporation or national
banking association shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section 8.06, the Trustee shall resign immediately in the manner and with
the effect specified in Section 8.07.

         Section 8.07. Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to CMSI. Upon receiving such notice of resignation, CMSI shall
promptly appoint a successor Trustee by written instrument , in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee. If no successor Trustee shall have been so
appointed and having accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         If at any time the Trustee shall cease to be eligible in accordance
with the provision of Section 8.06 and shall fail to resign after written
request therefor by CMSI, or if at any time the Trustee shall be legally unable
to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conversion or liquidation, then CMSI may remove the Trustee.
If it removes the Trustee under the authority of the immediately preceding
sentence, CMSI shall promptly appoint a successor Trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor Trustee.

         The Trustee may also be removed at any time (i) by the Issuer, (a) if
the Trustee ceases to be eligible to continue as such under the Pooling
Agreement or if the Trustee becomes insolvent, (b) if the Trustee breaches any
of its duties under the Pooling Agreement which materially adversely affects the
Certificateholders, (c) if through the performance or nonperformance of certain
actions by the Trustee, the rating assigned to the CitiCertificates would be
lowered or (d) if the credit rating of the Trustee is downgraded to a level
which would result in the rating assigned to the CitiCertificates to be lowered;
or (ii) by the holders of Certificates evidencing more than 50% of the Voting
Interest of the CitiCertificates then outstanding and more than 50% of the
Percentage Interests of the Residual Certificates.


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         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

         Section 8.08. Successor Trustee. Any successor Trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to CMSI and to
its predecessor Trustee an instrument accepting such appointment hereunder
(including the duties of the Trustee, in its individual capacity, as stated in
Section 8.13 and, if applicable, Section 8.14 herein), and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder with like effect as if originally named as Trustee. The
predecessor Trustee shall deliver to the successor Trustee all Mortgage Files
and related documents and statements held by it hereunder; and, if any Mortgage
Notes or Mortgage Documents are then held by the Mortgage Note Custodian or
Mortgage Document Custodian, respectively, pursuant to a Custodial Agreement,
the predecessor Trustee and the Mortgage Note Custodian or the Mortgage Document
Custodian, as the case may be, shall amend such Custodial Agreement to make the
successor Trustee the successor to the predecessor Trustee thereunder; and CMSI
and the predecessor Trustee shall execute and deliver such instruments and do
other such things as may reasonably be required for fully and certainly vesting
and confirming in the successor Trustee all such rights, powers, duties and
obligations.

         No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 8.06.

         Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, CMSI shall mail notice of the succession of such Trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If CMSI fails to mail such notice within 10 days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of CMSI.

         Section 8.09. Merger or Consolidation of Trustee. Any corporation or
national banking association into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation or national banking
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or national banking association
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

         Section 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, CMSI and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust Fund, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as CMSI and the Trustee may consider necessary
and desirable. If CMSI shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, or in the case an Event of
Default shall have occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee


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under Section 8.06 and no notice to the Certificateholders of the appointment of
any co-trustee or separate trustee shall be required under Section 8.08.

         Every separate trustee and co-trustee shall, to the extent permitted by
law and by the instrument appointing such separate trustee or co-trustee, be
appointed and act subject to the following provisions and conditions:

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

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

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

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

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

         Section 8.11. Tax Returns. The Trustee, upon request, will furnish CMSI
with all such information as may be reasonably required in connection with the
preparation of all federal, state and local income tax or information returns of
each Constituent REMIC. The Trustee shall sign the federal and, if applicable,
state and local income tax returns of each Constituent REMIC.

         Section 8.12. Appointment of Authenticating Agent. At any time when any
of the Certificates remain outstanding the Trustee may appoint an Authenticating
Agent or Agents (which may include CMSI or any of its affiliates) which shall be
authorized to act on behalf of the Trustee to authenticate Certificates, and
Certificates so authenticated shall be entitled to the benefit of this Agreement
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference made in this Agreement to the
authentication and delivery of Certificates by the Trustee or the Trustee's
certificate of


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authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to CMSI and shall at all times be
a corporation or national banking association organized and doing business under
the laws of the United States of America, any state thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $15,000,000, authorized under such
laws to do a trust business and subject to supervision or examination by federal
or state authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 8.12, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 8.12, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section 8.12.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to CMSI. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to CMSI. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the Authenticating Agent which shall be
provisions of this Section 8.12, the Trustee may appoint a successor acceptable
to CMSI and shall mail written notice of such appointment by first-class mail,
postage prepaid to all Certificateholders as their names and addresses appear in
the Certificate Register. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12.

         Any reasonable compensation paid to an Authenticating Agent for its
services under this Section 8.12 shall be a reimbursable expense pursuant to
Section 8.05 if paid by the Trustee.

         If an appointment is made pursuant to this Section 8.12, the
Certificates may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternate certificate of authentication in the following
form:

         "This is one of the Certificates referred to in the within-mentioned
Agreement.

                               __________________
                                   As Trustee


                          By___________________________
                              Authenticating Agent


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                          By__________________________
                            Authenticating Signature"

         Section 8.13. Delinquency Advances. On any Deposit Date, the Trustee
(in its individual capacity and not as Trustee) shall deposit funds equal to the
Delinquent Amount for the related Determination Date into the Certificate
Account; provided that the Trustee (in such individual capacity) shall be
obligated to make such deposit only to the extent of funds determined by it (in
its sole discretion) to be recoverable from future Remittances, Net Recoveries
and other proceeds or collections on or in respect of the Mortgage Loans,
provided, however, the Trustee may only recover funds for Delinquent Amounts
relating to Third Party Mortgage Loans or Affiliated Mortgage Loans from
Remittances, Net Recoveries and other proceeds relating to Third Party Mortgage
Loans or Affiliated Mortgage Loans, respectively. CMSI shall pay to the Trustee
a servicing administration fee of $100 in respect of each Deposit Date on which
the Trustee (in such individual capacity) makes such a deposit, promptly after
CMSI receives notice thereof from the Trustee. CMSI shall also reimburse the
Trustee for the amount of any such deposit on the Business Day CMSI receives
notice from the Trustee of the amount thereof, provided that if such notice is
received after 1:00 p.m., New York City time, on a Business Day, such
reimbursement shall be made to the Trustee on the next following Business Day,
not later than 1:00 p.m. To the extent the Trustee receives an amount on or in
respect of the Third Party Mortgage Loans or Affiliated Mortgage Loans,
respectively, identified to it as being in respect of any such deposit, the
Trustee shall repay to CMSI the amount of such reimbursement not later than the
Business Day after the Trustee receives the same. Promptly after the Trust Fund
is terminated pursuant to Article IX hereof, CMSI shall notify the Trustee in
writing of the amount of Third Party Trustee Advances and Affiliated Trustee
Advances that were not recovered from future Remittances, Net Recoveries or
other proceeds or collections on or in respect of the Third Party Mortgage Loans
or Affiliated Mortgage Loans, respectively. The Trustee (in such individual
capacity) shall reimburse CMSI for the amount of Third Party Trustee Advances or
Affiliated Trustee Advances not so recovered and repaid to CMSI on the next
Business Day after its receipt of notice thereof. CMSI shall furnish to the
Trustee such information within CMSI's possession with respect to the Mortgage
Loans as the Trustee may require, in order to make a determination that any
advance made by the Trustee will be recoverable.

         Section 8.14.  Advance Account, Trustee Failure  Advances.  If the
Advance Account Trigger Applicability is specified in Article XII as applicable
to the CitiCertificates, then:

         (a)      In the event that an Advance Account Trigger Date occurs, the
Servicer will notify the Trustee in writing of such occurrence and, the
Servicer, the Trustee, in both its individual capacity and as Trustee, shall
enter into an agreement in a form substantially similar to that attached hereto
with the Advance Account Depository on or prior to the Advance Account Funding
Date. The Advance Account shall be in the name of the Advance Account
Depository, as trustee for the benefit of the Trustee and the Trustee, in its
individual capacity, and its permitted successors in interest ("permitted
successors"), as their interest may appear.

         (b)      On or prior to the Advance Account Funding Date, the Trustee,
in its individual capacity, shall pay to the Advance Account Depository, for
deposit into the Advance Account an amount in cash equal to (i) the product of
(A) 0.20% and (B) the Adjusted Balance of the Mortgage Loans as of the close of
business on the Advance Account Trigger Date or (ii) such lesser amount as
Moody's may specify.

         (c)      The Trustee shall, no later than 3:00 p.m., New York time, on
the Business Day preceding each Distribution Date occurring subsequent to the
Advance Account Funding Date as to which the Trustee has failed to deposit
timely a Third Party Trustee Advance or Affiliated Trustee Advance in the
Certificate


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Account as required by Section 8.13, submit a Notice for Payment to
the Advance Account Depository requesting a Trustee Failure Advance from the
Advance Account.

         (d)      The Advance Account shall be reimbursed for any Advance
Account Advance from future Remittances, Net Recoveries or other proceeds or
collections or in respect of the Third Party Mortgage Loans or Affiliated
Mortgage Loans, as provided for in this Agreement (the aggregate of such amounts
as to any Distribution Date, the "Advance Account Reimbursement Amount").

         (e)      On or before each Distribution Date occurring on or after the
Advance Account Funding Date, the Servicer shall pay, to the extent of funds
available, to the Advance Account by wire transfer of immediately available
funds the Advance Account Reimbursement Amount with respect to such Distribution
Date as provided in the Agreement.

         (f)      On each Distribution Date, the amount in the Advance Account
will be reduced and released to the extent permitted in the Advance Account
Depository Agreement.

         (g)      Notwithstanding the foregoing, an alternative method of
limited support for the Trustee's obligation to make advances in respect of the
Mortgage Loans may be provided, if such change does not cause the then current
ratings of the CitiCertificates or any outstanding Class or Subclass thereof to
be lowered by Moody's.


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                                   ARTICLE IX
                                   TERMINATION

         Section 9.01. Termination upon Repurchase by CMSI or Liquidation of all
Mortgage Loans. The respective obligations and responsibilities of CMSI and the
Trustee created hereby and the Trust Fund created hereby shall terminate upon
(a) the repurchase by CMSI of all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price
equal to the sum of (i) 100% of the Adjusted Balance of each Mortgage Loan on
the first day of the month of repurchase (after giving effect to payments of
principal due on such first day) plus accrued interest at the Investor Rate for
each Mortgage Loan to but not including the Due Date in the month in which the
related distribution is made to Certificateholders, after the deduction of
unreimbursed Voluntary Advances, Advance Account Advances (other than such
payments and advances in respect of interest in excess of the Investor Rate on
the Mortgage Loans, Third Party Trustee Advances and Affiliated Trustee Advances
made prior to the month of repurchase, whereupon such Voluntary Advances,
Advance Account Advances Third Party Trustee Advances and Affiliated Trustee
Advances will be reimbursed to the Trustee or deemed reimbursed to CMSI, as the
case may be, by such deductions, and (ii) the appraised value of any acquired
property in the Trust Fund (less the good faith estimate of CMSI of liquidation
expenses to be incurred in connection with its disposal thereof), such appraisal
to be conducted by an appraiser mutually agreed upon by CMSI and the Trustee, or
(b) the later of (i) the maturity or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all property acquired upon foreclosure or by deed in lieu of
foreclosure of any Mortgage Loan and (ii) the payment to the Certificateholders
and to the Insurer, as subrogee of any Insured Certificates, of all amounts
required to be paid to them pursuant to this Agreement; provided, however, that
in no event shall the trust created hereby continue beyond the expiration of 21
years from the death of the last survivor of the lawful descendants of Joseph P.
Kennedy, the late Ambassador of the United States of America to the Court of St.
James's, living on the date of this Agreement. Such termination shall occur only
in connection with a "qualified liquidation" of each Constituent REMIC within
the meaning of Code Section 860F(a)(4)(A), pursuant to which the Trustee shall
sell or otherwise dispose of all of the remaining assets of the Trust Fund and
make all required distributions to Certificateholders within 90 days of the
adoption of a plan of complete liquidation. For this purpose, the notice of
termination described in the next paragraph shall be the adoption of a plan of
complete liquidation described in Code Section 860F(a)(4)(A)(i), which shall be
deemed to occur on the date the first such notice is mailed. Such date shall be
specified in the final federal income tax return of each Constituent REMIC
constituted by the Trust Fund. The right of CMSI to repurchase all of the
Mortgage Loans on any Distribution Date pursuant to clause (a) above shall be
conditioned upon (A) the aggregate Adjusted Balances of such Mortgage Loans, at
the time of any such repurchase and after giving effect to distributions to be
made on such Distribution Date, aggregating an amount less than 5% of the
aggregate Adjusted Balance of the Mortgage Loans as of the Cut-Off Date, which
amount is set forth in Article XII and (B) any other condition set forth in the
related Pooling Agreement. Any other method of termination or repurchase of the
Trust Fund than as set forth above must be based on the receipt by the Trustee
of an Opinion of Counsel (who may not be an employee of CMSI or of an Affiliate
of CMSI) or other evidence that such termination and repurchase will be part of
a "qualified liquidation" within the meaning of Code Section 860F(a)(4)(A), will
not adversely affect the status of the Trust Fund as the separate Constituent
REMICs under the Code and will not otherwise subject the Trust Fund to any tax.

         CMSI shall have the right, in its sole discretion, to transfer its
right to repurchase all of the Mortgage Loans pursuant to clause (a) above to
any third party of choice.

         Notice of any termination, specifying the Distribution Date upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee by letter to the Certificateholders mailed not earlier than 30 days
nor more than 60


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<PAGE>

days prior to such Distribution Date specifying (A) the Distribution Date upon
which final payment of the Certificates will be made upon presentation arid
surrender of the Certificates at the office therein designated, (B) the amount
of such final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office of the Paying Agent therein
specified. CMSI shall give such notice to the Trustee and, if applicable, the
Certificate Registrar, the Mortgage Document Custodian and the Paying Agent at
the time such notice given to the Certificateholders. In the event such notice
is given, CMSI shall deposit in the Certificate Account or the account
designated by the Paying Agent if CMSI is not the Paying Agent, on the Business
Day next preceding the Distribution Date with respect to such final
distribution, an amount equal to the final payment in respect of the
Certificates. Upon certification to the Trustee by an Authorized Officer of CMSI
following such final deposit, and delivery by CMSI of an Opinion of Counsel to
the effect that all conditions set forth in this Article IX have been met, the
Trustee shall promptly release to CMSI the Mortgage Files for the Mortgage
Loans. Any such repurchase shall occur only during the month of, and prior to
the Determination Date relating to, the Distribution Date on which such amounts
will be distributed to Certificateholders.

         In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
hereto. Interest shall not accrue for the period of any delay in the payment of
a Certificate resulting from the failure of a Holder to surrender the
Certificate in accordance herewith.


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<PAGE>

                                    ARTICLE X

                               GENERAL PROVISIONS

         Section 10.01. Amendment. This Agreement may be amended from time to
time by CMSI and the Trustee, without the consent of any of the
Certificateholders, (a) to cure any ambiguity, (b) to correct or supplement any
provisions herein or therein which may be inconsistent with any other provisions
herein or therein, (c) to add any other provisions with respect to matters or
questions arising under this Agreement. which shall not be inconsistent with the
provisions of this Agreement, (d) to comply with any requirements imposed by the
Code, (e) to establish a "qualified reserve fund" within the meaning of Code
Section 860G(a)(7)(B) or (f) to maintain the status of the Trust Fund as
separate Constituent REMICs. This Agreement may also be amended by CMSI and the
Trustee, without Certificateholder consent, if CMSI delivers an Opinion of
Counsel acceptable to the Trustee and the Insurer to the effect that such
amendment will not materially adversely affect the interests of the
Certificateholders or the Insurer, respectively. The Trustee hereby agrees to
execute and deliver any amendment to this Agreement, provided by CMSI to it,
that conforms to the applicable provisions of the preceding two sentences of
this paragraph provided, however, that the Trustee may, but shall not be
obligated to, enter into any such amendment that affects the Trustee's own
rights, duties or immunities under this Agreement or otherwise.

         Except as otherwise provided in Section 4.04, this Agreement may also
be amended from time to time by CMSI and the Trustee with the consent of the
Holders of Certificates evidencing, in the aggregate, not less than 66-2/3% of
the Voting Interest of the CitiCertificates affected by such amendment (after
giving effect to the first proviso to the definition of "Outstanding" in Article
I; and provided that if any Class of CitiCertificates is affected differently in
any material respect by such amendment than the other affected Classes, the
consent of the Holders of Certificates evidencing 66-2/3% of the Voting Interest
of each such differently affected Class shall be required) and, if the Residual
Certificates or any Insurer are materially and adversely affected by such
amendment, 66-2/3% of the Percentage Interests of the Residual Certificates so
affected, or any Insurer, respectively, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement, or of modifying in any manner the rights of the Holders of the
Certificates; provided, however, that (i) in connection with any such amendment,
CMSI shall deliver an Opinion of Counsel acceptable to the Trustee (x)
identifying any Class of CitiCertificates that may be affected differently in
any material respect than the other affected Classes (or stating that there is
no such differently affected Class) and (y) identifying any Class whose
Certificateholders would not be materially adversely affected by such amendment
and (ii) no such amendment shall, without the consent of the Holders of all
Certificates then Outstanding, (a) reduce in any manner the amount of, or delay
the timing of, collections or payments received on Mortgage Loans or
distributions which are required to be made on any Certificate or (b) reduce the
aforesaid percentage required to consent to any such amendment. Promptly after
the execution of any such amendment or consent the Trustee shall furnish or
cause to be furnished written notification of the substance of such amendment
(or a copy thereof) to each Certificateholder.

         It shall not be necessary for the consent of Certificateholders under
this Section 10.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by the Certificateholders shall be subject to such reasonable
requirements as the Trustee may prescribe. Any proposed amendment is subject to
the receipt by the Trustee, at the expense of the party proposing such amendment
(or at the expense of the Trust Fund if proposed by the Trustee) that the
amendment will not cause any Constituent REMIC to fail to qualify as a REMIC or
subject any Constituent REMIC to tax.


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<PAGE>

         Section 10.02. Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated and in which this Agreement may
be recorded, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by CMSI and at its expense upon request of the
Trustee, who will act at the direction of the Holders of a majority by
Percentage Interest of the Residual Certificates, but only upon request of the
Trustee accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders;
provided, however, that CMSI shall not be required to effect recordation of this
Agreement unless, prior thereto, CMSI shall have become obligated to record each
assignment relating to the Mortgages pursuant to Section 2.01 hereto.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

         Section 10.03. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

         No Certificateholder shall have any right to vote (except as provided
in Section 10.01) or in any manner otherwise control the operation and
management of the Trust Fund or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as
partners (except to the extent provided in Code Section 860F(e) with respect to
Holders of Residual Certificates) or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

         No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereto as herein before provided, and unless
also the Holders of the Required Amount of Certificates shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 10.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

         Section 10.04. Governing Law. This Agreement and the Certificates
issued pursuant to this Agreement shall be construed in accordance with the laws
of the State of New York, provided


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<PAGE>

that the immunities and standards of care of the Trustee shall be governed by
the law of the jurisdiction in which is located its Corporate Trust Office.

         Section 10.05. Intention of Parties. The execution and delivery of this
Agreement shall constitute an acknowledgment by CMSI on behalf of the
Certificateholders that it intends hereby to establish and maintain (for federal
income tax purposes) a "real estate mortgage investment Third Party" within the
meaning of Code Section 860D and CMSI is hereby granted all necessary powers to
further such intent.

         Section 10.06. Notices. All communications relating to this Agreement
including all demands and notices shall be in writing and shall be deemed to
have been duly given if personally delivered at or mailed by first class mail,
to (a) in the case of CMSI, to the address for notices set forth in Article XII
and (b) in the case of the Trustee, to the address for notices set forth in
Article XII; or, as to each party, at such other address as shall be designated
by such party in a written notice to each other party. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice; provided that notices to the Trustee
shall be effective only upon receipt.

         Section 10.07. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

         Section 10.08. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 6.02, 6.04 and 6.06, this
Agreement may not be assigned by CMSI without the prior written consents of the
Trustee and the Holders of CitiCertificates aggregating not less than 66-2/3% of
the Principal Amount then Outstanding (after giving effect to the first proviso
to the definition of "Outstanding" in Article I) and 66-2/3% of the Percentage
Interests of the Residual Certificates then Outstanding.

         Section 10.09. Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that the Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests represented by the
Certificates shall be nonassessable for any losses or expenses of the Trust Fund
or for any reason whatsoever, and that the Certificates upon authentication
thereof by the Trustee pursuant to Section 2.05 are and shall be deemed fully
paid.

         Section 10.10.  Counterparts.  This Agreement may be signed in any
number of counterparts, each of which will be deemed an original, which taken
together shall constitute one and the same instrument.

                                   ARTICLE XI

         Section 11.01. Annual Statement as to Compliance. CMSI will deliver to
the Trustee, any Insurer and to each Holder of a Certificate holding
Certificates representing in excess of 50% of the Principal Amount or Percentage
Interest, as the case may be, on or before March 31 with respect to the
Affiliated Mortgage Loans and September 30 with respect to the Third Party
Mortgage Loans of each year which begins not less than three months after the
date of the initial issuance of the Certificates, an Officer's Certificate
stating that (a) a review of the activities of CMSI during the preceding
calendar year and of its performance under this Agreement has been made under
such officer's supervision and (b) to the best of such officer's knowledge,
based on such review, CMSI has fulfilled all its obligations under this
Agreement throughout such year, or if there has been a default in the
fulfillment of any such obligation, specifying each such default


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<PAGE>

known to such officer and the nature and status thereof and (c) in the case of
the Third Party Mortgage Loans, as to each Third Party Servicer, that (i) a
review of the activities of such Third Party Servicer during the preceding
calendar year and performance under the Guide has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on such
review, the Third Party Servicer has fulfilled all of its obligations under the
Guide throughout such year.

         Section 11.02. Depositories. CMSI may at any time and from time to time
in its discretion transfer the Certificate Account, Buydown Account, if any,
Escrow Account, Custodial Accounts for P&I or Servicing Account to a bank,
savings and loan association or trust company organized under the laws of the
United States or any State thereof (an "eligible depository"). Upon such
transfer, such transferee bank, savings and loan association or trust company
shall be deemed to be a Depository with respect to the account or accounts so
transferred. In the event that the long-term debt obligations of any Depository
of the Certificate Account, Buydown Account Escrow Account, Custodial Accounts
for P&I or Servicing Account shall be rated at less than A by Fitch if Fitch is
a Rating Agency, or the short-term debt obligations of such Depository shall be
rated by S&P at less than A-1 if S&P is a Rating Agency, by Fitch at less than
F-1 if Fitch is a Rating Agency and by Moody's at less than P-1 if Moody's is a
Rating Agency and such account does not otherwise meet the requirements of this
Section 11.02, then within five Business Days of such reduction, CMSI shall (A)
transfer or direct the Trustee in writing to transfer the Certificate Account,
Buydown Account, Escrow Account, Custodial Accounts for P&I or Servicing Account
to an eligible depository the long-term debt obligations of which are not rated
by Fitch if Fitch is a Rating Agency at less than A and the short-term debt
obligations of which are not rated at less than A-1 by S&P if S&P is a Rating
Agency, F-1 by Fitch if Fitch is a Rating Agency and P-1 by Moody's if Moody's
is a Rating Agency (the "Rating Requirements"), (B) establish another account in
the corporate trust department of the Trustee or if such Trustee has a long-term
and short-term debt rating at least equal to the Rating Requirements, in any
department of the Trustee (the "Alternative Certificate Account", the
"Alternative Buydown Account" "Alternative Escrow Account", "Alternative
Custodial Accounts for P&I" or the "Alternative Servicing Account", as the case
may be) and transfer the funds from the Buydown Account to the Alternative
Buydown Account direct the Servicer or a Third Party Servicer, as applicable to
remit in accordance with this Agreement any funds deposited into the Servicing
Account, Escrow Account or Custodial Accounts for P&I to the Alternative
Servicing Account, Alternative Escrow Account or Alternative Custodial Account
for P&I, respectively, and direct the Servicer or Master Servicer to remit in
accordance with this Agreement any funds deposited into the Certificate Account
to the Alternative Certificate Account, (C) (i) cause such Depository to pledge
securities in the manner provided by applicable law or (ii) pledge or cause to
be pledged securities, which shall be held by the Trustee or its agent free and
clear of the lien of any third party, in a manner conferring on the Trustee a
perfected first lien and otherwise reasonably satisfactory to the Trustee; such
pledge in either case to secure such Depository's performance of its obligations
in respect of the Certificate Account, Buydown Account, Escrow Account,
Custodial Accounts for P&I or Servicing Account to the extent, if any, that such
obligation is not fully insured by the FDIC; provided, however, that prior to
the day a Depository or CMSI, as the case may be, pledges securities pursuant to
this subsection (C), CMSI, any Insurer and the Trustee shall have received the
written assurance of each Rating Agency that the pledging of such securities and
any arrangements or agreements relating thereto will not result in a reduction
or withdrawal of the then-current rating of the CitiCertificates (with respect
to any Insured Certificates, without reference to the Insurance Policy), (D)
establish an account or accounts or enter into an agreement so that the existing
Certificate Account, Buydown Account, Escrow Account, Custodial Accounts for P&I
or Servicing Account is supported by a letter of credit or some other form of
credit support which issuer of such letter of credit or other form of credit
support has a long-term and short-term debt rating at least equal to the Rating
Requirements; provided, however, that prior to the establishment of such an
account or the entering into of such an agreement, CMSI, any Insurer and the
Trustee shall have received written assurance from each Rating Agency that the
establishment of such an account or the entering into of such an agreement so
that the existing Certificate Account, Buydown Account or Servicing Account is
supported by a letter of


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<PAGE>

credit or some other form of credit support will not result in a reduction or
withdrawal of the then-current rating on the CitiCertificates (with respect to
any Insured Certificates, without reference to the Insurance Policy) (E)
establish another account which constitutes an Eligible Account or (F) make such
other arrangements as to which CMSI, any Insurer and the Trustee have received
prior written assurance from each Rating Agency that such arrangement will not
result in a reduction or withdrawal of the then-current rating on the
CitiCertificates. In the event that the rating on the CitiCertificates has been
downgraded as a result of a rating downgrade of the Depository, for purposes of
this paragraph, the then-current rating on the CitiCertificates shall be the
rating assigned to the CitiCertificates prior to any such downgrade (with
respect to any Insured Certificates, without reference to the Insurance Policy).


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<PAGE>

Appendix 1
                             TRANSFEREE'S AFFIDAVIT

                          AFFIDAVIT PURSUANT TO SECTION
                           860E(e)(4) OF THE INTERNAL
                        REVENUE CODE OF 1986, AS AMENDED
STATE OF     )
             ):
COUNTY OF    )

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

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

         2.       That the Investor's Taxpayer Identification Number is [_____].

         3.       That the Investor is not a "disqualified organization" within
the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as
amended (the "Code") or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder as of [ , ], and that
the Investor is not acquiring a Citicorp Mortgage Securities, Inc. REMIC
Pass-Through Certificates, Series 1999-__ Class [LR] [R] Certificate (the
"Residual Certificate") for the account of, or as agent (including a broker,
nominee or other middleman) for, any person or entity from which it has not
received an affidavit substantially in the form of this affidavit. For these
purposes, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign governments any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not appointed by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from federal income tax unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511. For these
purposes, an "ERISA Prohibited Holder" means an employee benefit plan the
investment of which is regulated under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended, and/or Code Section 4975 or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") or a Person investing
the assets of a Plan.

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

         5.       That the Investor understands that it may incur tax
liabilities with respect to the Residual Certificate in excess of cash flows
generated by the Residual Certificate.

         6.       That the Investor will not transfer the Residual Certificate
to any person or entity as to which the Investor has actual knowledge that the
requirements set forth in paragraph 3, paragraph 4 or paragraph 7 hereof are not
satisfied or that the Investor has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.


                                       1


<PAGE>

         7.       That the investor (i) is not a Non-U.S. Person or (ii) is a
Non-U.S. Person that holds the Residual Certificate in connection with the
conduct of a trade or business within the United States and has furnished the
transferor and the Trustee with an effective Internal Revenue Service Form 4224
or (iii) is a Non-U.S. Person that has delivered to both the transferor and the
Trustee an opinion of a nationally recognized tax counsel to the effect that the
transfer of the Residual Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Residual Certificate will not be disregarded for federal
income tax purposes. "Non-U.S. Person" shall mean an individual, corporation,
partnership or other person other than a "U.S. Person." U.S. Person shall mean a
citizen or resident of the United States, a corporation, partnership (except to
the extent provided in applicable Treasury regulations) or other entity created
or organized in or under the laws of the United States or any political
subdivision thereof, an estate that is subject to U.S. federal income tax
regardless of the source of its income or a trust if a court within the United
States is able to exercise primary supervision over the administration of such
trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to be treated as U.S. Persons).

         8.       That the Investor agrees to such amendments of the Pooling and
Servicing Agreement dated as of ________1 , 1999 between Citicorp Mortgage
Securities, Inc. and [Trustee] (the "Pooling and Servicing Agreement") as may be
required to further effectuate the restrictions on transfer of the Citicorp
Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 1999-__
Residual Certificate to such a "disqualified organization," an agent thereof, an
"ERISA Prohibited Holder" or a person that does not satisfy the requirements of
paragraphs 4, 5 and 7 hereof.

         9.       That the Investor consents to the irrevocable designation of
CMSI as its agent to act as "tax matters person" of the [Lower-Tier]
[Upper-Tier] REMIC pursuant to the Pooling and Servicing Agreement, and if such
designation is not permitted by the Code and applicable law, to act as tax
matters person if requested to do so.

         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[________] this ____ day of 19__.

                               __________________


                               By:_______________
                               Name:
                               Title:

         COUNTY OF       )
                         )
         STATE OF        )

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

         Subscribed and sworn to before me this ___ day of ________ 19___.


                                       2