poolingandservicingagreement.htm


     

     

    EXHIBIT
      4.1

     

     

    

      


       

      Citicorp
        Mortgage Securities, Inc.

       

       

      Depositor

       

      CitiMortgage,
        Inc.

       

      Servicer
        and Master Servicer

       

      U.S.
        Bank
        National Association

       

      Trustee

       

      Citibank,
        N.A.

       

      Paying
        Agent, Certificate Registrar

       

       and
        Authenticating Agent

       

      
        Pooling
          and Servicing Agreement

         

        CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A5

         

        REMIC
          Pass-Through Certificates

         

        


      

       

      May
        1, 2007

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      

        Contents

         

        Parties
          9

        Background
          9

        Agreement
          9

        Series
          Terms 9

        12           The
          series
          9

        12.1
Establishment
          9

        12.2
General
          terms for classes
          10

        12.3
Target
          rate 12

        12.4
Ratio-stripped
          IO and PO classes
          12

        12.5
Loss
          limits 12

        12.6
Denominations
          12

        12.7
The
          mortgage loans
          12

        12.8
Right
          to repurchase
          12

        12.9
Book-entry
          and definitive certificates
          12

        12.10
Voting
          interests
          12

        12.11
Cash
          deposit
          13

        13           Principal
          balances
          13

        13.1
Class
          balances
          13

        13.2
Certificate
          balances
          13

        14           Allocations
          13

        14.1
Interest
          allocations
          13

        14.2
Principal
          allocations
          14

        14.3
Unscheduled
          principal
          14

        14.4
Maintenance
          of subordination
          15

        15           Allocations
          among the senior classes
          16

        15.1
Order
          of allocation among senior
          target-rate classes 16

        15.2
NAS
          classes 17

        15.3
PAC
          classes 17

        15.4
TAC
          classes 17

        16           Distributions
          17

        16.1
Types
          of distributions
          17

        16.2
Accrual
          and accrual directed classes
          17

        16.3
Distribution
          priorities
          18

        16.4
Distributions
          to certificate holders
          19

        16.5
Final
          distribution on the residual
          certificates 19

        16.6
Wire
          transfer eligibility
          19

        17           Adjustments
          to class balances
          19

        18           Loss
          recoveries
          20

        19           Additional
          structuring features
          21

        20           LIBOR
          classes
          21

        21           Composite
          and component classes
          22

        22           Multiple-pool
          series
          22

        22.1
Adjustment
          of subordinated component
          class principal balances 23

        22.2
Maintenance
          of subordination
          24

        22.3
Distribution
          shortfalls
          25

        22.4
Undersubordination
          25

        22.5
Undercollateralization
          26

        22.6
Non-subordinated
          interest shortfalls
          27

        23           Super
          senior and super senior support
          classes 27

        24           Retail
          classes
          28

        25           Insured
          classes
          28

        26           Advance
          account
          28

        27           REMIC
provisions
          28

        27.1
Constituent
REMICs
          28

        27.2
The
          class P and class L regular
          interests 29

        27.3
          Principal distributions and loss allocations to class L and class P regular
          interests 29

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        27.4
Interest
          distributions to class L and
          class P regular interests 30

        27.5
REMIC
          accounts and distributions
          30

        27.6
Tax
          matters person
          32

        28           Yield
          maintenance agreement
          32

        28.1
Yield
          maintenance agreement
          32

        28.2
Tax
          treatment
          34

        29           Notice
          addresses
          34

        30           Initial
          Depositories
          35

        Standard
          Terms 36

        1Definitions
          and usages
          36

        1.1
Defined
          terms
          36

        1.2
Usages
          52

        1.3
Calculations
          respecting mortgage loans
          52

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

        2.1
Transfer
          of mortgage loans
          52

        2.2
CMSI’s
          representations and warranties
          57

        2.3
Repurchase
          or substitution of mortgage
          loans 59

        3Servicing
          61

        3.1
CitiMortgage
          as servicer and master
          servicer 61

        3.2
Collections
          62

        3.3
Certificate
          and other accounts
          63

        3.4
Prepayment
          interest shortfalls
          65

        3.5
Advances
          66

        3.6
Distributions
          68

        3.7
Third-party
          servicing
          70

        3.8
Permitted
          withdrawals from certificate
          account 71

        3.9
Expenses
          73

        3.10
Primary
          mortgage insurance
          73

        3.11
Hazard
          insurance
          73

        3.12
Realization
          on defaulted mortgage loans
          74

        3.13
Release
          of mortgage files
          76

        3.14
Reports
          to certificate holders and
          others 77

        3.15
Tax
          returns and reports
          79

        3.16
Application
          of buydown funds
          79

        3.17
Assumption
          and modification agreements
          80

        3.18
Refinancings
          and curtailments; loan
          modifications 81

        3.19
Investment
          accounts
          82

        3.20
Paying
          Agent and Certificate Registrar
          85

        3.21
Exchange
          Act reporting
          85

        4CitiMortgage
          86

        4.1
Liability
          of CitiMortgage and others
          86

        4.2
Assumption
          of CitiMortgage’s
          obligations by affiliate 87

        4.3
Maintenance
          of office or agency
          87

        4.4
Servicer
          not to resign
          88

        4.5
Delegation
          of duties
          88

        4.6
Errors
          and omissions insurance
          88

        5The
          certificates
          88

        5.1
The
          certificates
          88

        5.2
Registration
          of transfer and exchange
          of certificates 90

        5.3
Mutilated,
          destroyed, lost or stolen
          certificates 93

        5.4
Persons
          deemed owners
          94

        5.5
Access
          to list of certificate holders’
names and addresses 94

        5.6
Definitive
          certificates
          94

        5.7
Notices
          to Clearing Agency
          95

        6[Reserved]
          95

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        7Default
          95

        7.1
Events
          of Default
          95

        7.2
Trustee
          to act; appointment of
          successor 96

        8The
          Trustee
          96

        8.1
Duties
          96

        8.2
Liability
          98

        8.3
Trustee
          not liable for certificates or
          mortgage loans 98

        8.4
Trustee
          may own certificates
          99

        8.5
Trustee’s
          fees and expenses
          99

        8.6
Eligibility
          requirements for Trustee
          100

        8.7
Resignation
          or removal of Trustee
          100

        8.8
Successor
          trustee
          101

        8.9
Merger
          or consolidation of Trustee
          101

        8.10
Appointment
          of co-trustee or separate
          trustee 101

        8.11
Tax
          returns
          103

        8.12
Appointment
          of authenticating agent
          103

        9Termination
          104

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

        10General
          provisions
          106

        10.1
Amendments
          106

        10.2
Recordation
          of Agreement
          107

        10.3
Limitation
          on rights of certificate
          holders 107

        10.4
Governing
          law
          108

        10.5
Maintenance
          of REMICs
          108

        10.6
Notices
          108

        10.7
Severability
          of provisions
          108

        10.8
Assignment
          108

        10.9
Certificates
          nonassessable and fully
          paid 109

        11Depositories
          109

        11.1
Depositories
          109

        Signatures
          and acknowledgments 111

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

        Appendix
          1: Transferee’s Affidavit

        Exhibit
          A: Forms of certificates A-1

        Exhibit
          B: Mortgage Loan Schedules B-1

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

        Exhibit
          D: Form of Purchaser Letter D-1

        Exhibit
          E: Form of ERISA Letter E-1

        Exhibit
          F: Form of Yield Maintenance Agreement F-1

        


          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

          


           

          Defined
            Terms

           

          


          
            	
                     

                  	
                    accrual
                      class, 17

                  


          

          
            	
                     

                  	
                    accrual
                      directed class, 17

                  


          

          
            	
                     

                  	
                    accrual
                      termination day, 36

                  


          

          
            	
                     

                  	
                    advance
                      account, 28

                  


          

          
            	
                     

                  	
                    advance
                      account advances, 28

                  


          

          
            	
                     

                  	
                    advance
                      account available advance amount,
                      28

                  


          

          
            	
                     

                  	
                    advance
                      account depository, 28

                  


          

          
            	
                     

                  	
                    advance
                      account depository agreement, 28

                  


          

          
            	
                     

                  	
                    advance
                      account funding date, 28

                  


          

          
            	
                     

                  	
                    advance
                      account trigger date, 28

                  


          

          
            	
                     

                  	
                    affiliate,
                      36

                  


          

          
            	
                     

                  	
                    affiliated
                      mortgage loans, 61

                  


          

          
            	
                     

                  	
                    affiliated
                      Paying Agent advances, 67

                  


          

          
            	
                     

                  	
                    affiliated
                      servicing fee rate, 36

                  


          

          
            	
                     

                  	
                    Agent,
                      90

                  


          

          
            	
                     

                  	
                    aggregate
                      outstanding advances, 36

                  


          

          
            	
                     

                  	
                    allocated
                      loss, 20

                  


          

          
            	
                     

                  	
                    alternative
                      certificate account, 109

                  


          

          
            	
                     

                  	
                    alternative
                      custodial accounts for P&I, 109

                  


          

          
            	
                     

                  	
                    alternative
                      escrow account, 109

                  


          

          
            	
                     

                  	
                    alternative
                      servicing account, 109

                  


          

          
            	
                     

                  	
                    applicable
                      constituent REMIC, 28

                  


          

          
            	
                     

                  	
                    appraisal,
                      36

                  


          

          
            	
                     

                  	
                    assumed
                      principal balance, 32

                  


          

          
            	
                     

                  	
                    Authenticating
                      Agent, 9, 103

                  


          

          
            	
                     

                  	
                    Authorized
                      Officer, 36

                  


          

          
            	
                     

                  	
                    Bankruptcy
                      Code, 36

                  


          

          
            	
                     

                  	
                    bankruptcy
                      coverage termination date, 36

                  


          

          
            	
                     

                  	
                    bankruptcy
                      loss, 36

                  


          

          
            	
                     

                  	
                    bankruptcy
                      loss limit, 36

                  


          

          
            	
                     

                  	
                    beneficial
                      owner, 37

                  


          

          
            	
                     

                  	
                    book-entry
                      certificates, 12

                  


          

          
            	
                     

                  	
                    business
                      day, 37

                  


          

          
            	
                     

                  	
                    buydown
                      account, 37

                  


          

          
            	
                     

                  	
                    buydown
                      funds, 37

                  


          

          
            	
                     

                  	
                    buydown
                      mortgage loan, 37

                  


          

          
            	
                     

                  	
                    buydown
                      subsidy agreement, 37

                  


          

          
            	
                     

                  	
                    certificate
                      account, 63

                  


          

          
            	
                     

                  	
                    certificate
                      holder, 37

                  


          

          
            	
                     

                  	
                    certificate
                      insurance policy, 28

                  


          

          
            	
                     

                  	
                    certificate
                      rate, 10

                  


          

          
            	
                     

                  	
                    Certificate
                      Register, 90

                  


          

          
            	
                     

                  	
                    Certificate
                      Registrar, 10

                  


          

          
            	
                     

                  	
                    certificates,
                      9

                  


          

          
            	
                     

                  	
                    Citibank
                      banking affiliate, 37

                  


          

          
            	
                     

                  	
                    CitiMortgage,
                      9

                  


          

          
            	
                     

                  	
                    class,
                      37

                  


          

          
            	
                     

                  	
                    class
                      A-PO, 9

                  


          

          
            	
                     

                  	
                    class
                      A-PO certificates, 9

                  


          

          
            	
                     

                  	
                    class
                      B holder, 61

                  


          

          
            	
                     

                  	
                    class
                      B-x, 9

                  


          

          
            	
                     

                  	
                    class
                      B-x certificates, 9

                  


          

          
            	
                     

                  	
                    class
                      IA-IO, 9

                  


          

          
            	
                     

                  	
                    class
                      IA-IO certificates, 9

                  


          

          
            	
                     

                  	
                    class
                      IA-x, 9

                  


          

          
            	
                     

                  	
                    class
                      IA-x certificates, 9

                  


          

          
            	
                     

                  	
                    class
                      IIA-1, 9

                  


          

          
            	
                     

                  	
                    class
                      IIA-1 certificates, 9

                  


          

          
            	
                     

                  	
                    class
                      IIA-IO, 9

                  


          

          
            	
                     

                  	
                    class
                      IIA-IO certificates, 9

                  


          

          
            	
                     

                  	
                    class
                      L regular interest, 29

                  


          

          
            	
                     

                  	
                    class
                      LR certificates, 9

                  


          

          
            	
                     

                  	
                    class
                      P regular interests, 29

                  


          

          
            	
                     

                  	
                    class
                      percentage, 37

                  


          

          
            	
                     

                  	
                    class
                      PR certificates, 9

                  


          

          
            	
                     

                  	
                    class
                      R certificates, 9

                  


          

          
            	
                     

                  	
                    classes
                      A-x through A-y,
                      38

                  


          

          
            	
                     

                  	
                    classes
                      B-x through B-y,
                      38

                  


          

          
            	
                     

                  	
                    Clearing
                      Agency, 38

                  


          

          
            	
                     

                  	
                    Clearing
                      Agency Participant, 38

                  


          

          
            	
                     

                  	
                    closing
                      date, 10

                  


          

          
            	
                     

                  	
                    CMSI,
                      9

                  


          

          
            	
                     

                  	
                    collected
                      servicing fee, 38

                  


          

          
            	
                     

                  	
                    component
                      classes, 22

                  


          

          
            	
                     

                  	
                    composite
                      class, 22

                  


          

          
            	
                     

                  	
                    constituent
                      REMIC, 28

                  


          

          
            	
                     

                  	
                    corporate
                      trust office, 34

                  


          

          
            	
                     

                  	
                    cumulative
                      loss test, 15

                  


          

          
            	
                     

                  	
                    current
                      interest allocation, 13

                  


          

          
            	
                     

                  	
                    custodial
                      accounts for P&I, 64

                  


          

          
            	
                     

                  	
                    custodial
                      investment account, 83

                  


          

          
            	
                     

                  	
                    cut-off
                      date, 9

                  


          

          
            	
                     

                  	
                    debt
                      service reduction, 38

                  


          

          
            	
                     

                  	
                    deficient
                      valuation, 38

                  


          

          
            	
                     

                  	
                    definitive
                      certificates, 12

                  


          

          
            	
                     

                  	
                    delegated
                      servicer, 38

                  


          

          
            	
                     

                  	
                    delinquency
                      test, 15

                  


          

          
            	
                     

                  	
                    denominations,
                      12

                  


          

          
            	
                     

                  	
                    Depository,
                      39

                  


          

          
            	
                     

                  	
                    determination
                      date, 39

                  


          

          
            	
                     

                  	
                    discount
                      loan, 39

                  


          

          
            	
                     

                  	
                    disqualified
                      organization, 90

                  


          

          
          

           

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

          
 

          
            	
                     

                  	
                    distribution
                      account, 68

                  


          

          
            	
                     

                  	
                    distribution
                      day, 10

                  


          

          
            	
                     

                  	
                    distribution
                      day data, 69

                  


          

          
            	
                     

                  	
                    distribution
                      day statement, 70

                  


          

          
            	
                     

                  	
                    distribution
                      report, 77

                  


          

          
            	
                     

                  	
                    Eligible
                      Account, 39

                  


          

          
            	
                     

                  	
                    Eligible
                      Investments, 83

                  


          

          
            	
                     

                  	
                    eligible
                      substitute mortgage loan, 60

                  


          

          
            	
                     

                  	
                    ERISA,
                      39

                  


          

          
            	
                     

                  	
                    ERISA
                      Prohibited holder, 90

                  


          

          
            	
                     

                  	
                    ERISA
                      Restricted Certificates, 39

                  


          

          
            	
                     

                  	
                    escrow
                      accounts, 64

                  


          

          
            	
                     

                  	
                    Events
                      of Default, 95

                  


          

          
            	
                     

                  	
                    Exchange
                      Act, 39

                  


          

          
            	
                     

                  	
                    extraordinary
                      event, 39

                  


          

          
            	
                     

                  	
                    FDIC,
                      39

                  


          

          
            	
                     

                  	
                    Fitch,
                      39

                  


          

          
            	
                     

                  	
                    fraud
                      loss, 40

                  


          

          
            	
                     

                  	
                    fraud
                      loss limit, 39

                  


          

          
            	
                     

                  	
                    Furnished
                      Document, 97

                  


          

          
            	
                     

                  	
                    GIC,
                      40

                  


          

          
            	
                     

                  	
                    GNMA,
                      40

                  


          

          
            	
                     

                  	
                    group,
                      23, 40

                  


          

          
            	
                     

                  	
                    group
                      target-rate class percentage, 40

                  


          

          
            	
                     

                  	
                    Guide,
                      40

                  


          

          
            	
                     

                  	
                    high-cost
                      mortgage loan, 40

                  


          

          
            	
                     

                  	
                    holder,
                      40

                  


          

          
            	
                     

                  	
                    HSBC,
                      10

                  


          

          
            	
                     

                  	
                    hypothetical
                      mortgage loan, 40

                  


          

          
            	
                     

                  	
                    impaired
                      subordination level, 15

                  


          

          
            	
                     

                  	
                    independent
                      accountants, 40

                  


          

          
            	
                     

                  	
                    Indirect
                      Participant, 40

                  


          

          
            	
                     

                  	
                    initial,
                      40

                  


          

          
            	
                     

                  	
                    initial
                      bankruptcy loss limit, 12

                  


          

          
            	
                     

                  	
                    initial
                      fraud loss amount, 12

                  


          

          
            	
                     

                  	
                    initial
                      special hazard loss limit, 12

                  


          

          
            	
                     

                  	
                    insurance
                      premium, 28

                  


          

          
            	
                     

                  	
                    insurance
                      proceeds, 40

                  


          

          
            	
                     

                  	
                    insured
                      class, 28

                  


          

          
            	
                     

                  	
                    Insurer,
                      28

                  


          

          
            	
                     

                  	
                    interest
                      allocation, 13

                  


          

          
            	
                     

                  	
                    interest
                      allocation carryforward, 14

                  


          

          
            	
                     

                  	
                    interest
                      distribution, 17

                  


          

          
            	
                     

                  	
                    interest
                      portion of a liquidated loan loss,
                      41

                  


          

          
            	
                     

                  	
                    interest
                      portion of a realized loss, 48

                  


          

          
            	
                     

                  	
                    Internal
                      Revenue Code, 41

                  


          

          
            	
                     

                  	
                    investment
                      account, 41

                  


          

          
            	
                     

                  	
                    Investment
                      Income, 41

                  


          

          
            	
                     

                  	
                    IO
                      class, 41

                  


          

          
            	
                     

                  	
                    IO
                      loan, 41

                  


          

          
            	
                     

                  	
                    IO
                      strip, 41

                  


          

          
            	
                     

                  	
                    last
                      scheduled distribution day, 10

                  


          

          
            	
                     

                  	
                    latest
                      possible maturity date, 10

                  


          

          
            	
                     

                  	
                    LIBOR,
                      22

                  


          

          
            	
                     

                  	
                    LIBOR
                      accrual period, 21

                  


          

          
            	
                     

                  	
                    LIBOR
                      classes, 21

                  


          

          
            	
                     

                  	
                    liquidated
                      loan, 41

                  


          

          
            	
                     

                  	
                    liquidated
                      loan loss, 41

                  


          

          
            	
                     

                  	
                    liquidation
                      expenses, 41

                  


          

          
            	
                     

                  	
                    liquidation
                      proceeds, 41

                  


          

          
            	
                     

                  	
                    loss
                      recovery, 42

                  


          

          
            	
                     

                  	
                    lower-tier
                      REMIC, 28

                  


          

          
            	
                     

                  	
                    lower–tier
                      REMIC account, 30

                  


          

          
            	
                     

                  	
                    margin,
                      33

                  


          

          
            	
                     

                  	
                    master
                      servicer, 61

                  


          

          
            	
                     

                  	
                    master
                      servicing fee, 42

                  


          

          
            	
                     

                  	
                    master
                      servicing fee rate, 42

                  


          

          
            	
                     

                  	
                    material
                      breach, 59

                  


          

          
            	
                     

                  	
                    maximum
                      protection percentage, 32

                  


          

          
            	
                     

                  	
                    MERS,
                      54

                  


          

          
            	
                     

                  	
                    month,
                      42

                  


          

          
            	
                     

                  	
                    monthly
                      affiliated servicing fee rate, 36

                  


          

          
            	
                     

                  	
                    monthly
                      master servicing fee rate, 42

                  


          

          
            	
                     

                  	
                    monthly
                      pass-through rate, 45

                  


          

          
            	
                     

                  	
                    monthly
                      third-party servicing fee rate, 51

                  


          

          
            	
                     

                  	
                    Moody’s,
                      42

                  


          

          
            	
                     

                  	
                    mortgage,
                      42

                  


          

          
            	
                     

                  	
                    mortgage
                      documents, 42

                  


          

          
            	
                     

                  	
                    mortgage
                      file, 42

                  


          

          
            	
                     

                  	
                    mortgage
                      loan, 42

                  


          

          
            	
                     

                  	
                    mortgage
                      loan schedule, 42

                  


          

          
            	
                     

                  	
                    mortgage
                      note, 42

                  


          

          
            	
                     

                  	
                    Mortgage
                      Note Custodial Agreement, 53

                  


          

          
            	
                     

                  	
                    Mortgage
                      Note Custodian, 53

                  


          

          
            	
                     

                  	
                    mortgage
                      note rate, 42

                  


          

          
            	
                     

                  	
                    mortgaged
                      property, 42

                  


          

          
            	
                     

                  	
                    mortgagor,
                      42

                  


          

          
            	
                     

                  	
                    multiple-pool
                      series, 42

                  


          

          
            	
                     

                  	
                    NAS
                      classes, 17

                  


          

          
            	
                     

                  	
                    net
                      liquidation proceeds, 42

                  


          

          
            	
                     

                  	
                    net
                      Paying Agent advances, 42

                  


          

          
            	
                     

                  	
                    net
                      REO proceeds, 42

                  


          

          
            	
                     

                  	
                    net
                      voluntary advances, 43

                  


          

          
            	
                     

                  	
                    non-accelerated
                      senior classes, 17

                  


          

          
            	
                     

                  	
                    nonrecoverable
                      advance, 43

                  


          

          
            	
                     

                  	
                    non-subordinated
                      losses, 43

                  


          

          
            	
                     

                  	
                    non-supported
                      prepayment interest shortfall, 43

                  


          

          
            	
                     

                  	
                    notional
                      balance, 13

                  


          

          
            	
                     

                  	
                    officer’s
                      certificate, 43

                  


          

          
            	
                     

                  	
                    opinion
                      of counsel, 43

                  


          

          
          

           

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

          
 

          
            	
                     

                  	
                    order
                      of seniority, 43

                  


          

          
            	
                     

                  	
                    order
                      of subordination, 43

                  


          

          
            	
                     

                  	
                    original
                      value, 43

                  


          

          
            	
                     

                  	
                    Originator,
                      44

                  


          

          
            	
                     

                  	
                    outstanding,
                      44

                  


          

          
            	
                     

                  	
                    overcollateralized,
                      26

                  


          

          
            	
                     

                  	
                    PAC
                      class, 17

                  


          

          
            	
                     

                  	
                    Participant,
                      45

                  


          

          
            	
                     

                  	
                    pass-through
                      rate, 45

                  


          

          
            	
                     

                  	
                    Paying
                      Agent, 10

                  


          

          
            	
                     

                  	
                    Paying
                      Agent failure, 28

                  


          

          
            	
                     

                  	
                    Paying
                      Agent failure advance, 28

                  


          

          
            	
                     

                  	
                    percentage
                      interest, 45

                  


          

          
            	
                     

                  	
                    person,
                      45

                  


          

          
            	
                     

                  	
                    planned
                      amortization class, 17

                  


          

          
            	
                     

                  	
                    planned
                      balances, 17

                  


          

          
            	
                     

                  	
                    PO
                      class, 45

                  


          

          
            	
                     

                  	
                    PO
                      loan, 45

                  


          

          
            	
                     

                  	
                    PO
                      strip, 45

                  


          

          
            	
                     

                  	
                    pool,
                      45

                  


          

          
            	
                     

                  	
                    pool
                      distribution amount, 45

                  


          

          
            	
                     

                  	
                    pool
                      I, 22

                  


          

          
            	
                     

                  	
                    pool
                      II, 22

                  


          

          
            	
                     

                  	
                    pooling REMIC,
                      28

                  


          

          
            	
                     

                  	
                    pooling
                      REMIC account, 30

                  


          

          
            	
                     

                  	
                    predatory
                      lending law, 46

                  


          

          
            	
                     

                  	
                    Predecessor
                      Certificates, 46

                  


          

          
            	
                     

                  	
                    premium
                      loan, 46

                  


          

          
            	
                     

                  	
                    prepayment
                      interest shortfall, 46

                  


          

          
            	
                     

                  	
                    primary
                      mortgage insurance certificate, 46

                  


          

          
            	
                     

                  	
                    principal
                      allocation, 14

                  


          

          
            	
                     

                  	
                    principal
                      balance, 13

                  


          

          
            	
                     

                  	
                    principal
                      distribution, 17

                  


          

          
            	
                     

                  	
                    principal
                      portion of a liquidated loan loss,
                      41

                  


          

          
            	
                     

                  	
                    principal
                      portion of a realized loss, 48

                  


          

          
            	
                     

                  	
                    principal
                      prepayment, 46

                  


          

          
            	
                     

                  	
                    private
                      certificates, 46

                  


          

          
            	
                     

                  	
                    Proceeding,
                      46

                  


          

          
            	
                     

                  	
                    property
                      protection expenses, 46

                  


          

          
            	
                     

                  	
                    Purchaser,
                      10

                  


          

          
            	
                     

                  	
                    Qualified
                      GIC, 46

                  


          

          
            	
                     

                  	
                    Qualified
                      Nominee, 47

                  


          

          
            	
                     

                  	
                    rating
                      agency, 10

                  


          

          
            	
                     

                  	
                    ratio-stripped
                      IO class, 47

                  


          

          
            	
                     

                  	
                    ratio-stripped
                      IO loan, 48

                  


          

          
            	
                     

                  	
                    ratio-stripped
                      PO class, 48

                  


          

          
            	
                     

                  	
                    ratio-stripped
                      PO loan, 48

                  


          

          
            	
                     

                  	
                    realized
                      losses, 48

                  


          

          
            	
                     

                  	
                    record
                      date, 48

                  


          

          
            	
                     

                  	
                    reduction
                      amount, 25

                  


          

          
            	
                     

                  	
                    regular
                      interests, 28

                  


          

          
            	
                     

                  	
                    Regulation
                      AB, 86

                  


          

          
            	
                     

                  	
                    reimbursement,
                      17

                  


          

          
            	
                     

                  	
                    relevant
                      servicer, 48

                  


          

          
            	
                     

                  	
                    Relieved
                      interest, 67

                  


          

          
            	
                     

                  	
                    REMIC,
                      48

                  


          

          
            	
                     

                  	
                    REMIC
                      Provisions, 48

                  


          

          
            	
                     

                  	
                    remittance
                      delinquency, 66

                  


          

          
            	
                     

                  	
                    remittances
                      on affiliated mortgage loans, 63

                  


          

          
            	
                     

                  	
                    remittances
                      on third-party loans, 65

                  


          

          
            	
                     

                  	
                    REO
                      loan, 48

                  


          

          
            	
                     

                  	
                    REO
                      proceeds, 48

                  


          

          
            	
                     

                  	
                    REO
                      property, 48

                  


          

          
            	
                     

                  	
                    Required
                      Amount of Certificates, 48

                  


          

          
            	
                     

                  	
                    reserve
                      fund, 28

                  


          

          
            	
                     

                  	
                    residual
                      certificates, 9

                  


          

          
            	
                     

                  	
                    residual
                      distribution, 17

                  


          

          
            	
                     

                  	
                    residual
                      interest, 28

                  


          

          
            	
                     

                  	
                    Responsible
                      Officer, 48

                  


          

          
            	
                     

                  	
                    retail
                      class,
                      28

                  


          

          
            	
                     

                  	
                    retail
                      reserve fund,
                      28

                  


          

          
            	
                     

                  	
                    S&P,
                      49

                  


          

          
            	
                     

                  	
                    scheduled
                      monthly loan payment, 49

                  


          

          
            	
                     

                  	
                    scheduled
                      principal balance, 49

                  


          

          
            	
                     

                  	
                    scheduled
                      principal payments, 49

                  


          

          
            	
                     

                  	
                    scheduled
                      servicing fee, 49

                  


          

          
            	
                     

                  	
                    Securities
                      Act, 49

                  


          

          
            	
                     

                  	
                    senior
                      classes, 9

                  


          

          
            	
                     

                  	
                    senior
                      to, 49

                  


          

          
            	
                     

                  	
                    Series
                      Terms, 9

                  


          

          
            	
                     

                  	
                    servicing
                      account advances, 66

                  


          

          
            	
                     

                  	
                    servicing
                      accounts, 64

                  


          

          
            	
                     

                  	
                    Servicing
                      Officer, 49

                  


          

          
            	
                     

                  	
                    Similar
                      Law, 93

                  


          

          
            	
                     

                  	
                    single
                      certificate, 49

                  


          

          
            	
                     

                  	
                    single-pool
                      series, 49

                  


          

          
            	
                     

                  	
                    special
                      hazard loss, 49

                  


          

          
            	
                     

                  	
                    special
                      hazard loss limit, 50

                  


          

          
            	
                     

                  	
                    special
                      hazard percentage, 50

                  


          

          
            	
                     

                  	
                    special
                      servicer, 61

                  


          

          
            	
                     

                  	
                    special
                      servicing agreement, 61

                  


          

          
            	
                     

                  	
                    specially
                      serviced mortgage loans, 61

                  


          

          
            	
                     

                  	
                    Standard
                      Terms, 9

                  


          

          
            	
                     

                  	
                    startup
                      day, 10

                  


          

          
            	
                     

                  	
                    subordinate
                      to, 50

                  


          

          
            	
                     

                  	
                    subordinated
                      classes, 9

                  


          

          
            	
                     

                  	
                    subordinated
                      losses, 50

                  


          

          
            	
                     

                  	
                    subordination
                      depletion date, 50

                  


          

          
            	
                     

                  	
                    subordination
                      level, 15

                  


          

          
            	
                     

                  	
                    substitution
                      adjustment amount, 60

                  


          

          
          

           

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

          
 

          
            	
                     

                  	
                    substitution
                      day, 60

                  


          

          
            	
                     

                  	
                    super
                      senior classes, 27

                  


          

          
            	
                     

                  	
                    super
                      senior support classes, 27

                  


          

          
            	
                     

                  	
                    TAC
                      class, 17

                  


          

          
            	
                     

                  	
                    target
                      rate, 12

                  


          

          
            	
                     

                  	
                    targeted
                      amortization class, 17

                  


          

          
            	
                     

                  	
                    targeted
                      balances, 17

                  


          

          
            	
                     

                  	
                    target-rate
                      class, 12

                  


          

          
            	
                     

                  	
                    target-rate
                      class percentage, 50

                  


          

          
            	
                     

                  	
                    target-rate
                      loan, 50

                  


          

          
            	
                     

                  	
                    target-rate
                      strip, 50

                  


          

          
            	
                     

                  	
                    tax
                      matters person, 32

                  


          

          
            	
                     

                  	
                    third-party
                      mortgage loans, 61

                  


          

          
            	
                     

                  	
                    third-party
                      Paying Agent advance, 67

                  


          

          
            	
                     

                  	
                    third-party
                      servicer, 61

                  


          

          
            	
                     

                  	
                    third-party
                      servicer advance, 66

                  


          

          
            	
                     

                  	
                    third-party
                      servicing agreement, 61

                  


          

          
            	
                     

                  	
                    third-party
                      servicing fee, 50

                  


          

          
            	
                     

                  	
                    third-party
                      servicing fee rate, 51

                  


          

          
            	
                     

                  	
                    Transfer
                      Instrument, 51

                  


          

          
            	
                     

                  	
                    Trust,
                      9

                  


          

          
            	
                     

                  	
                    Trust
                      Fund, 51

                  


          

          
            	
                     

                  	
                    Trustee,
                      9

                  


          

          
            	
                     

                  	
                    U.S.
                      person, 51

                  


          

          
            	
                     

                  	
                    uncommitted
                      cash, 51

                  


          

          
            	
                     

                  	
                    uncommitted
                      cash advances, 66

                  


          

          
            	
                     

                  	
                    undercollateralized,
                      26

                  


          

          
            	
                     

                  	
                    undersubordination,
                      26

                  


          

          
            	
                     

                  	
                    Underwriter,
                      10

                  


          

          
            	
                     

                  	
                    unscheduled
                      principal payments, 51

                  


          

          
            	
                     

                  	
                    upper-tier
                      REMIC, 28

                  


          

          
            	
                     

                  	
                    upper-tier
                      REMIC account, 30

                  


          

          
            	
                     

                  	
                    voluntary
                      advance, 66

                  


          

          
            	
                     

                  	
                    voting
                      interest, 12

                  


          

          
            	
                     

                  	
                    yield
                      maintenance agreement, 32

                  


          

          
            	
                     

                  	
                    yield
                      maintenance amount, 33

                  


          

          
            	
                     

                  	
                    yield
                      maintenance payments, 32

                  


          

          
            	
                     

                  	
                    yield
                      maintenance percentage, 32

                  


          

          
            	
                     

                  	
                    yield
                      maintenance provider, 32

                  


          

          
            	
                     

                  	
                    yield
                      maintenance reserve fund, 33

                  


          

          
            	
                     

                  	
                    yield
                      protected certificates, 32

                  


          



          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          



      

      POOLING
        AND SERVICING AGREEMENT

      May
        1, 2007

      


       

      PARTIES

      
        	
                ·

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

              


      

       

      
        	
                ·

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

              


      

       

      
        	
                ·

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

              


      

       

      
        	
                ·

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

              


      

       

      BACKGROUND

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

       

      AGREEMENT

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

       

      SERIES
        TERMS

       

      
        	
                12

              	
                The
                  series

              


      

       

      12.1
        Establishment

      A
        common
        law trust is established under New York law as of May 1, 2007 (the cut-off
        date), to be called the “CMALT (CitiMortgage Alternative Loan Trust),
        Series 2007-A5” (the Trust). CMSI is the settlor of the Trust, and U.S.
        Bank National Association is the trustee (in such capacity, the
Trustee).

      The
        Trust
        will issue a series of certificates designated as “CMALT (CitiMortgage
        Alternative Loan Trust), Series 2007-A5 REMIC Pass-Through Certificates.” The
        certificates will consist of and be further designated as

      (i)        20
        senior classes of certificates individually designated as

      ·      for
        each integer x, from 1 through 16, inclusive, “Senior Class
        IA-x Certificates” (the class IA-x certificates or class
        IA-x);

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

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

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

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

      (ii)        six
        subordinated classes of certificates designated, for each integer
x, from 1 through 6, inclusive, as “Subordinated Class B-x
        Certificates” (the class B-x certificates or class B-x)
        (together with the senior classes of certificates, the certificates);
        and

      (iii)                  three
        residual interests individually designated as

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

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

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

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

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

      CMSI,
        with the approval of the Trustee, hereby appoints the corporate
        trust


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      department
        of Citibank, N.A. as Paying Agent and
CertificateRegistrar.

      The
        Mortgage Note Custodian is Citibank, N.A.

      The
        Underwriters for the series are HSBC Securities (USA) Inc.
        (HSBC) and Greenwich Capital Markets, Inc., and the Purchaser
        is Greenwich Capital Markets, Inc.

      The
        certificates will be first executed, authenticated and delivered on May 30,
        2007
        (the closing date). The closing date will also be the startup
        day.

      The
        25th
        day of each month (or if the 25th is not a business day, the next succeeding
        business day), beginning in June 2007, will be a distribution day. The
last scheduled distribution day for each class is specified in the
        following table. The latest possible maturity date of each class for
        purposes of section 860G(a)(1) of the Internal Revenue Code and Treasury
        Regulations section 1.860G-1(a)(4)(iii) will be May 25, 2037.

      The
        nationally recognized statistical rating agencies for the senior
        classes are Moody’s and Fitch, and for classes IA-3, IA-6, IA-15 and IA-16 only,
        S&P; the rating agency for classes B-1 through B-5 is Fitch.

       

      12.2
        General terms for classes

      The
        classes will have the following initial principal balances, certificate
        rates, and for the subordinated classes, initial target-rate class
        percentages and initial subordination levels:

      


      
        	
                class

                 

              	
                 

                initial
                  principal (or notional) balance

                 

              	
                 

                certificate
                  rate (per annum)

                 

              	
                 

                initial
                  target-rate class percentage (1)

                 

              	
                 

                initial
                  subordination level (2)

                 

              	
                 

                last
                  scheduled distribution day

                 

              
	
                IA-1

                 

              	
                $154,903,019.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-2

                 

              	
                17,150,333.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-3

                 

              	
                244,115,589.00

                 

              	
                (3)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-4

                 

              	
                244,115,589.00

                (notional)(4)

                 

              	
                (3)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-5

                 

              	
                2,071,981.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-6

                 

              	
                102,906,205.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-7

                 

              	
                3,125,000.00

                (notional)(5)

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-8

                 

              	
                217,461,937.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-9

                 

              	
                3,732,204.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-10

                 

              	
                75,000,000.00

                 

              	
                5.75%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-11

                 

              	
                12,170,712.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-12

                 

              	
                4,068,594.00

                 

              	
                0%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-13

                 

              	
                84,392.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-14

                 

              	
                25,000.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-15

                 

              	
                874,667.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-16

                 

              	
                36,258,402.00

                 

              	
                6%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-IO

                 

              	
                866,689,598.20

                (notional)(6)

                 

              	
                Variable
                  (7)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IIA-1

                 

              	
                30,445,407.00

                 

              	
                5.5%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2022

                 

              
	
                IIA-IO

                 

              	
                31,966,327.51

                (notional)(6)

                 

              	
                Variable
                  (7)

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2022

                 

              
	
                A-PO
                  (composite)

                 

              	
                1,873,400.00

                 

              	
                0%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IA-PO
                  (component)

                 

              	
                1,864,935.00

                 

              	
                0%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                N/A

                 

              


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      


      
        	
                 

                class

                 

              	
                 

                initial
                  principal (or notional) balance

                 

              	
                 

                certificate
                  rate (per annum)

                 

              	
                 

                initial
                  target-rate class percentage (1)

                 

              	
                 

                initial
                  subordination level (2)

                 

              	
                 

                last
                  scheduled distribution day

                 

              
	
                IIA-PO
                  (component)

                 

              	
                8,465.00

                 

              	
                0%

                 

              	
                N/A

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-1
                  (composite)

                 

              	
                23,791,000.00

                 

              	
                Blended

                 

              	
                2.504832602356%

                 

              	
                2.600098389118%

                 

              	
                May
                  25, 2037

                 

              
	
                IB-1
                  (component)

                 

              	
                22,988,768.82

                 

              	
                6%

                 

              	
                2.504981862429%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-1
                  (component)

                 

              	
                802,231.18

                 

              	
                5.5%

                 

              	
                2.500562944929%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-2
                  (composite)

                 

              	
                8,090,000.00

                 

              	
                Blended

                 

              	
                0.851754686775%

                 

              	
                1.750020402527%

                 

              	
                May
                  25, 2037

                 

              
	
                IB-2
                  (component)

                 

              	
                7,817,205.66

                 

              	
                6%

                 

              	
                0.851805441850%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-2
                  (component)

                 

              	
                272,794.34

                 

              	
                5.5%

                 

              	
                0.850302813017%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-3
                  (composite)

                 

              	
                6,186,000.00

                 

              	
                Blended

                 

              	
                0.651292273472%

                 

              	
                1.100010214017%

                 

              	
                May
                  25, 2037

                 

              
	
                IB-3
                  (component)

                 

              	
                5,977,408.43

                 

              	
                6%

                 

              	
                0.651331083224%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-3
                  (component)

                 

              	
                208,591.57

                 

              	
                5.5%

                 

              	
                0.650182101523%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-4
                  (composite)

                 

              	
                4,282,000.00

                 

              	
                Blended

                 

              	
                0.450829860169%

                 

              	
                0.650067823587%

                 

              	
                May
                  25, 2037

                 

              
	
                IB-4
                  (component)

                 

              	
                4,137,611.20

                 

              	
                6%

                 

              	
                0.450856724598%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-4
                  (component)

                 

              	
                144,388.80

                 

              	
                5.5%

                 

              	
                0.450061390029%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-5
                  (composite)

                 

              	
                3,331,000.00

                 

              	
                Blended

                 

              	
                0.350703938399%

                 

              	
                0.300054254572%

                 

              	
                May
                  25, 2037

                 

              
	
                IB-5
                  (component)

                 

              	
                3,218,678.87

                 

              	
                6%

                 

              	
                0.350724836440%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-5
                  (component)

                 

              	
                112,321.13

                 

              	
                5.5%

                 

              	
                0.350106139698%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                B-6
                  (composite)

                 

              	
                2,855,548.00

                 

              	
                Blended

                 

              	
                0.300646031188%

                 

              	
                N/A

                 

              	
                May
                  25, 2037

                 

              
	
                IB-6
                  (component)

                 

              	
                2,759,259.08

                 

              	
                6%

                 

              	
                0.300663946337%

                 

              	
                N/A

                 

              	
                N/A

                 

              
	
                IIB-6
                  (component)

                 

              	
                96,288.92

                 

              	
                5.5%

                 

              	
                0.300133559593%

                 

              	
                N/A

                 

              	
                N/A

                 

              


      

       

      
        	
                 

              	
                ____________

              


      

      
        	
                (1)

              	
                The
                  initial target-rate class percentages
                  are:

              


      

       

      
        	
                senior
                  target-rate classes:

                 

              	
                94.889940607641%

                 

              
	
                group
                  I senior target-rate classes:

                 

              	
                94.889636105122%

                 

              
	
                group
                  II senior target-rate classes:

                 

              	
                94.898651051211%

                 

              
	
                subordinated
                  classes:

                 

              	
                5.110059392359%

                 

              


      

      
      

      


      
        	
                (2)

              	
                The
                  initial subordination level for the senior classes is
                  5.100000166495%.

              


      

       

      
        	
                (3)

              	
                The
                  annual interest rates for the first LIBOR accrual period of May
                  25, 2007
                  through June 24, 2007, the formulas for the annual interest rates
                  for
                  subsequent LIBOR accrual periods, and the maximum and minimum annual
                  interest rates for each LIBOR and inverse LIBOR class are as
                  follows:

              


      

       

      
        	 	 	
                Annual
                  interest rate

                 

              
	
                Class

                 

              	
                LIBOR
                  accrual period beginning date

                 

              	
                For
                  first accrual period

                 

              	
                Formula
                  for subsequent accrual periods

                 

              	
                Maximum

                 

              	
                Minimum

                 

              
	
                IA-3

                 

              	
                25th
                  day of month

                 

              	
                5.82%

                 

              	
                LIBOR
                  + 0.5%*

                 

              	
                6.1%*

                 

              	
                0.5%

                 

              
	
                IA-4

                 

              	
                25th
                  day of month

                 

              	
                0.28%

                 

              	
                5.6%
                  – LIBOR

                 

              	
                5.6%

                 

              	
                0%

                 

              


      

       

      
        	
                 

              	
                *

              	
                Class
                  IA-3 will benefit from a yield maintenance agreement with Bear
                  Stearns
                  Financial Products Inc. that may provide additional payments to
                  those
                  holders for distribution days for which LIBOR is greater than 5.6%.
                  See
                  “Yield maintenance agreement”
below.

              


      

       

      
        	
                (4)

              	
                The
                  notional balance of class IA-4 on any distribution day will equal
                  the
                  principal balance of class IA-3 on that distribution
                  day.

              


      

       

      
        	
                (5)

              	
                The
                  notional balance of class IA-7 on any distribution day will equal
                  1/24th
                  of
                  the principal balance of class IA-10 on that distribution
                  day.

              


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


       

      
        	
                (6)

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

              


      

       

      
        	
                (7)

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

              


      

       

      
        	
                Class
                  IA-IO

              	
                0.3518581961%

              
	
                Class
                  IIA-IO

              	
                0.2974206007%

              


      

      


      


       

      12.3
        Target rate

      The
        annual target rates for the pools are

      pool
        I:                  6%

      pool
        II:                  5.5%

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

       

      12.4
        Ratio-stripped IO and PO classes

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

       

      12.5
        Loss limits

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

       

      12.6
        Denominations

      The
        denominations of

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

      ·      the
        class B-4, B-5 and B-6 certificates are $100,000 initial principal balance
        and
        any larger integral multiple of $1,000, and

      ·      the
        residual certificates are percentage interests summing to 100%.

      If
        the
        initial principal or notional balance of a class is not a permitted denomination
        for a certificate of that class, one certificate of the class may be issued
        in a
        different denomination.

       

      12.7
        The mortgage loans

      The
        mortgage loans in the Trust Fund are identified on the mortgage loan schedule.
        The mortgage loans in

      ·      pool
        I will consist primarily of 15- to 30-year fixed-rate conventional one- to
        four-family mortgage loans, and

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

       

      12.8
        Right to repurchase

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

      ·      the
        aggregate scheduled principal balance of the mortgage loans is less than
        $95,167,739.05 at the time of repurchase, and

      ·      if
        there is an insured class outstanding and the exercise of such repurchase
        right
        would result in a draw under any certificate insurance policy, the Insurer
        has
        previously consented.

       

      12.9
        Book-entry and definitive certificates

      All
        senior class certificates (other than the ratio-stripped IO certificates)
        and
        the class B-1 through B-3 certificates will be issued as book-entry
        certificates. Book-entry certificates for a class or a group of classes
        will be represented by one or more certificates issued in the name of a
        depository. The ratio-stripped IO certificates, the class B-4 through B-6
        certificates, and the residual certificates will be issued in fully registered
        certificated form (definitive certificates).

       

      12.10
        Voting interests 

      Each
        IO
        class will have a 1% voting interest. The remaining voting interest
        will be allocated to the other classes in proportion to their principal
        balances. The voting


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      interest
        of any class will be allocated among the certificates of the class in proportion
        to the certificates’ principal or notional balances, except that an Insurer will
        be entitled to the voting interest of an insured class for as long as the
        insured class is outstanding and the Insurer is not in default.

       

      12.11
        Cash deposit

      No
        cash
        will be deposited into the certificate account on the closing date.

       

      
        	
                13

              	
                Principal
                  balances

              


      

       

      13.1
        Class balances

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

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

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

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

       

      13.2
        Certificate balances

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

      Except
        as
        may be provided in “Retail classes” below, the principal or notional balance of
        each certificate will equal its proportionate share, based on the initial
        principal or notional balances stated on the certificates of the class, of
        the
        principal balance or notional balance of the class to which the certificate
        belongs.

       

      
        	
                14

              	
                Allocations

              


      

       

      14.1
        Interest allocations

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

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

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

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

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

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


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      on
        accrued interest, of (1) any non-supported prepayment interest shortfall,
        and (2) the interest portion of any non-subordinated losses, for the
        preceding month,

      ·      plus
        any excess of the class’s interest allocation for the preceding
        distribution day over the interest distributed to the class on that preceding
        distribution day (the interest allocation carryforward from that
        distribution day). (If the class is an insured class, for purposes of
        calculating allocations and distributions to the class, the interest allocation
        carryforward from a distribution day will be reduced by any payments to the
        class from the Insurer relating to the interest allocation carryforward,
        but
        will not be so reduced for purposes of effecting the Insurer’s subrogation
        rights relative to the interest portion of any insured payment.)

       

      14.2
        Principal allocations

      The
        principal allocation for a distribution day is:

      (a)
        for any ratio-stripped PO class, the sum for that distribution day of scheduled
        and unscheduled principal payments on its PO strip for that distribution
        day.

      (b)
        for the senior target-rate classes collectively, the
        sum for that distribution day of

      ·      the
        target-rate class percentage for the senior target-rate classes of scheduled
        principal payments on the target-rate strip, and

      ·      all
        unscheduled principal payments on the target-rate strip allocated to the
        senior
        target-rate classes pursuant to “ – Unscheduled principal” below.

      The
        principal allocation for the senior target-rate classes will be allocated
        among
        the individual senior target-rate classes pursuant to “Allocations among the
        senior classes” below.

      (c)
        for each subordinated class,

      ·      the
        class’s target-rate class percentage of scheduled principal payments on the
        target-rate strip for that distribution day,

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

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

       

      14.3
        Unscheduled principal

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

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

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

      
        	
                 

                distribution
                  days

              	
                 

                percentage

              
	
                1
                  through 60

              	
                 100%

              
	
                61
                  through 72

              	
                 70%

              
	
                73
                  through 84

              	
                 60%

              
	
                85
                  through 96

              	
                 40%

              
	
                97
                  through 108

              	
                 20%

              
	
                109
                  and after

                 

              	
                 0%

                 

              


      

      provided,
        that

      ·      if
        the distribution day is one on which the percentage shown in the preceding
        table
        is to be reduced – that is, the 61st, 73rd, 85th 97th or 109th distribution day
– and either the cumulative loss test or the delinquency


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      test
        described below are not satisfied, then the percentage will not be reduced
        on
        that distribution day or on any subsequent distribution day until both the
        cumulative loss and delinquency tests are passed, and

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

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

      
        	
                 

                distribution
                  days

              	
                 

                percentage
                  of initial principal balance of subordinated
                  classes

              
	
                61
                  through 72

              	
                 30%

              
	
                73
                  through 84

              	
                 35%

              
	
                85
                  through 96

              	
                 40%

              
	
                97
                  through 108

              	
                 45%

              
	
                109
                  and after

                 

              	
                 50%

                 

              


      

      The
        delinquency test is satisfied for a distribution day if CitiMortgage
        certifies to the Trustee that the average of the aggregate scheduled principal
        balance of mortgage loans delinquent 60 days or more (including, for this
        purpose, mortgage loans in foreclosure and real estate owned by the Trust
        as a
        result of mortgagor default) for that distribution day and the preceding
        five
        distribution days is either (1) less than 50% of the average of the
        principal balance of the subordinated classes for those distribution days,
        or
        (2) less than 2% of the average scheduled principal balance of all of the
        mortgage loans for those distribution days.

      If
        there
        are composite and component subordinated classes, only the composite
        subordinated classes are considered in the cumulative loss and delinquency
        tests.

       

      14.4
        Maintenance of subordination

      The
        subordination level for a class (other than a ratio-stripped IO class)
        is the sum of the class percentages of all classes that are subordinate to
        that
        class. If a class’s subordination level on the day before a distribution day is
        less than the class’s initial subordination level, then the class will have an
impaired subordination level on that distribution day.

      If
        a
        subordinated class has an impaired subordination level on a distribution
        day,
        then all principal originally allocated to the subordinated classes will
        be
        allocated to the most senior of the subordinated classes with an impaired
        subordination level and to those subordinated classes that are senior to
        the
        impaired class, in proportion to their principal balances, up to those classes’
principal balances, and any remainder will be allocated to the remaining
        subordinated classes, in order of seniority, up to those classes’ principal
        balances.

      Example:
        Suppose that on a distribution day, (a) each of classes B-1 through B-6 had
        a principal balance on the preceding day of $1,000, (b) the aggregate
        principal allocation to the subordinated classes is $3,120, and (c) class
        B-2 has an impaired subordination level. Then on that distribution
        day

      (1) the
        entire amount allocated to the subordinated classes will be allocated to
        classes
        B-1 and B-2, in proportion to their principal balances, up to their principal
        balances, and

      (2) $1,000
        of the remaining $1,120 will be allocated to class B-3, reducing its principal
        balance to zero, and


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


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

       

      
        	
                15

              	
                Allocations
                  among the senior classes

              


      

       

      15.1
        Order of allocation among senior target-rate classes

      On
        each
        distribution day before the subordination depletion date, the aggregate
        scheduled and unscheduled principal allocated to the senior target-rate classes
        of a group will be allocated to the individual senior target-rate classes
        of
        that group as follows:

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

      ·      20.09593143112022%
        sequentially in the following order:

      
        	
                 

              	
                i.

              	
                to
                  classes IA-2 and IA-15 the amounts determined under ‘‘NAS classes’’
                  below;

              


      

      
        	
                 

              	
                ii.

              	
                sequentially
                  to classes IA-1 and IA-5 in that order until their principal balances
                  are
                  reduced to zero; and

              


      

      
        	
                 

              	
                iii.

              	
                concurrently
                  to classes IA-2 and IA-15 in proportion to their principal balances
                  until
                  their principal balances are reduced to
                  zero.

              


      

      ·      79.90406856887978%
        sequentially in the following order:

      
        	
                 

              	
                i.

              	
                to
                  classes IA-6 and IA-16 the amounts determined under ‘‘NAS classes’’
                  below;

              


      

      
        	
                 

              	
                ii.

              	
                concurrently:

              


      

      
        	
                 

              	
                a.

              	
                28.2686924764412%
                  sequentially to classes IA-10 and IA-11 in that order;
                  and

              


      

      
        	
                 

              	
                b.

              	
                71.7313075235588%
                  sequentially to classes IA-8 and IA-9 in that
                  order

              


      

      until
        their aggregate principal balance is reduced to their aggregate planned balance
        for that distribution day as shown in “-PAC classes” below;

      
        	
                 

              	
                iii.

              	
                concurrently
                  to classes IA-3 and IA-12 in proportion to their principal balances
                  until
                  their aggregate principal balance is reduced to their aggregate
                  targeted
                  balance for that distribution day as shown in “-TAC classes”
                  below;

              


      

      
        	
                 

              	
                iv.

              	
                to
                  class IA-13 until its principal balance is reduced to
                  zero;

              


      

      
        	
                 

              	
                v.

              	
                concurrently
                  to classes IA-3 and IA-12 in proportion to their principal balances
                  and
                  without regard to their aggregate targeted balance until their
                  principal
                  balances are reduced to zero;

              


      

      
        	
                 

              	
                vi.

              	
                to
                  class IA-14 until its principal balance is reduced to
                  zero;

              


      

      
        	
                   
                  vii.

              	
                concurrently:

              


      

      
        	
                 

              	
                a.

              	
                28.2686924764412%
                  sequentially to classes IA-10 and IA-11 in that order;
                  and

              


      

      
        	
                 

              	
                b.

              	
                71.7313075235588%
                  sequentially to classes IA-8 and IA-9 in that
                  order

              


      

      without
        regard to their aggregate planned balance until their principal balances
        are
        reduced to zero; and

      
        	
                   
                  viii.

              	
                concurrently
                  to classes IA-6 and IA-16 in proportion to their principal balances
                  until
                  their principal balances are reduced to
                  zero.

              


      

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

      Beginning
        on the subordination depletion date, the priorities stated above will cease
        to
        be in effect, and, except as may otherwise be provided in “Super senior and
        super senior support classes” below, the principal allocation for the senior
        target-rate classes


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      of
        each
        group will be allocated to the senior target-rate classes of the group in
        proportion to their principal balances on the preceding day.

       

      15.2
        NAS classes

      Classes
        IA-2, IA-6, IA-15 and IA-16 are non-accelerated senior, or
NAS, classes.

      For
        the
        first 60 distribution days, the principal allocation for a NAS class will
        be
        zero.

      For
        distribution day 61 and after, the principal allocation for each NAS class
        will
        equal

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

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

      
        	
                 

                distribution
                  day

              	
                 

                percentage

              
	
                0
–
                  60

              	
                0%

              
	
                61
                  – 72

              	
                30%

              
	
                73
                  – 84

              	
                40%

              
	
                85
                  – 96

              	
                60%

              
	
                97
                  – 108

              	
                80%

              
	
                109
                  and after

                 

              	
                100%

              


      

       

      15.3
        PAC classes

      Classes
        IA-8 through IA-11 are planned amortization (or PAC)
classes. The aggregate planned balances for the PAC classes
        are given in the PAC Schedule.

       

      15.4
        TAC classes

      Classes
        IA-3 and IA-12 are targeted amortization (or TAC)
classes. The aggregate targeted balances for the TAC classes
        are given in the TAC Schedule.

       

      
        	
                16

              	
                Distributions

              


      

       

      16.1
        Types of distributions

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

       

      16.2
        Accrual and accrual directed classes

      The
        following table lists the accrual classes and their accrual
        directed classes.

       

      
        	
                Accrual
                  class

              	
                Accrual
                  directed class

              
	
                IA-13

              	
                IA-3,
                  IA-12

              
	
                IA-14

              	
                IA-3,
                  IA-12, IA-13

              


      

       

      While
        an
        accrual class may receive principal distributions prior to the subordination
        depletion date, an accrual class will not receive current interest distributions
        prior to the earlier of its accrual termination day or the subordination
        depletion date.

      On
        each
        such prior distribution day, before interest is distributed to the accrual
        classes IA-13 and IA-14,

      first,
        interest that is accrued on the principal balance of the accrual class IA-13
        will be redirected to the accrual directed classes IA-3 and IA-12 in proportion
        to their principal balances until their aggregate principal balance is reduced
        to their aggregate targeted balance for that distribution day, and any remaining
        interest on class IA-13 will be redirected to class IA-13 itself,
        and

      second,
        interest that is accrued on the principal balance of the accrual class IA-14
        will be redirected to the accrual directed classes IA-3 and IA-12 in proportion
        to their principal balances until their aggregate principal balance is reduced
        to their aggregate targeted balance for that


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      distribution
        day, and any remaining interest on class IA-14 will be redirected

      ·      to
        class IA-13 until its principal balance is reduced to zero, and
        then

      ·      to
        classes IA-3 and IA-12 in proportion to their principal balances and without
        regard to their aggregate targeted balance until their principal balances
        are
        reduced to zero.

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

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

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

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

       

      16.3Distribution
        priorities

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

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

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

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

      (4) Principal
        distributed to the subordinated classes under the preceding paragraph will
        be
        used to reimburse a ratio-stripped PO class up to the amount of (a) any
        realized subordinated losses previously allocated to the ratio-stripped PO
        class, and (b) any reduction to the ratio-stripped PO class’s principal
        balance to reflect the excess of (i) the aggregate principal allocations to
        the ratio-stripped PO class over (ii) the aggregate principal distributions
        to the ratio-stripped classes, as


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


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

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

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

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

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

       

      16.4
        Distributions to certificate holders

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

       

      16.5
        Final distribution on the residual certificates 

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

       

      16.6
        Wire transfer eligibility

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

       

      
        	
                17

              	
                Adjustments
                  to class balances

              


      

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

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

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


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      will
        be
        deemed to be the lesser of its principal balance or its initial principal
        balance.

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

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

      
        	
                 

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

              


      

      
        	
                 

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

              


      

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

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

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

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

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

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

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

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

       

      
        	
                18

              	
                Loss
                  recoveries

              


      

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

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

      First,
        to each senior class to the extent of and in proportion to its aggregate
        realized


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      losses
        for that and all preceding months that were not previously reimbursed under
        this
        paragraph or, for a ratio-stripped PO class, paragraph 4 of “Distributions —
Distribution priorities” above.

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

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

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

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

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

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

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

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

       

      
        	
                19

              	
                Additional
                  structuring features

              


      

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

       

      
        	
                20

              	
                LIBOR
                  classes

              


      

      Classes
        IA-3 and IA-4 are LIBOR classes.

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

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

      A
        LIBOR
        class will not accrue interest for any period before its first LIBOR accrual
        period. The interest rate for each LIBOR


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      class
        is
        stated in “The series – General terms for classes” above.

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

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

      ·      If
        no rate is so reported on that day, CitiMortgage will determine LIBOR on
        the
        basis of the rates on that day at approximately 11AM, London time, at which
        deposits in U.S. Dollars with a maturity of one month in a principal amount
        of
        not less than U.S. $1 million and representative for a single transaction
        in
        that market at that time, are offered to prime banks in the London interbank
        market for at least four major banks in the London interbank market selected
        by
        CitiMortgage. CitiMortgage will request the principal London office of each
        such
        bank to provide a quotation of its rate. If at least two such quotations
        are
        provided, LIBOR will be the arithmetic mean of those quotations.

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

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

       

      
        	
                21

              	
                Composite
                  and component classes

              


      

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

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

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

       

      
        	
                22

              	
                Multiple-pool
                  series

              


      

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


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      of
        the
        mortgage loans described in exhibit B-2.

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

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

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

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

       

      22.1
        Adjustment of subordinated component class principal
        balances

      On
        each
        distribution day, the aggregate amount of any

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

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

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

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

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

      by
        that
        amount.

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

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

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

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

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

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

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

       

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

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

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

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

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

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

       

      22.2
        Maintenance of subordination

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

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      22.3
        Distribution shortfalls

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

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

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

       

      22.4
        Undersubordination

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

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

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

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

      ·      the
        aggregate principal allocation for the senior target-rate classes of each
        group
        whose senior target-rate classes have not been reduced to zero will be increased
        by the portion of the reduction amount added to its pool distribution amount,
        which


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      increased
        aggregate allocation will be further allocated among the senior target-rate
        classes in accordance with the rules in “Allocations among the senior
        target-rate classes” above.

      There
        is
undersubordination on a distribution day if either

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

      ·      the
        aggregate scheduled principal balance of the mortgage loans in any pool that
        are
        delinquent 60 days or more (including for this purpose mortgage loans in
        foreclosure and real estate owned by the Trust as a result of Mortgagor
        default), averaged over the last six months, is 50% or more of the principal
        balance of the related group’s subordinated component classes.

       

      22.5
        Undercollateralization

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

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

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

      (2) Before
        the subordination depletion date, if one or more groups is undercollateralized
        and the principal balance of each of the groups’ subordinated component classes
        has been reduced to zero, then (a) all amounts that (after required
        reimbursements to any ratio-stripped PO classes) would otherwise be distributed
        as principal to the subordinated component classes of the other groups, up
        to
        the aggregate amount by which such undercollateralized groups are
        undercollateralized, will, in proportion to the aggregate principal balance
        of
        the subordinated component classes of such


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


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

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

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

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

       

      22.6
        Non-subordinated interest shortfalls

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

      From
        and
        after the subordination depletion date,

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

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

       

      
        	
                23

              	
                Super
                  senior and super senior support
                  classes

              


      

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

      
        	 	 	 
	
                Super
                  senior class

              	
                Super
                  senior support class

              	
                Support
                  amount

              
	
                1A-1

              	
                1A-16

              	
                $7,900,054

              
	
                1A-2

              	
                1A-15

              	
                874,667

              
	
                1A-3

              	
                1A-16

              	
                19,285,132

              
	
                IA-6

              	
                IA-16

              	
                5,248,216

              
	
                IA-10

              	
                IA-16

              	
                3,825,000

              


      

       

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


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


       

      balance
        of the related super senior support class up to the support amount shown
        above
        for such class.

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

       

      
        	
                24

              	
                Retail
                  classes

              


      

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

       

      
        	
                25

              	
                Insured
                  classes

              


      

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

       

      
        	
                26

              	
                Advance
                  account

              


      

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

       

      
        	
                27

              	
                REMIC
                  provisions 

              


      

       

      27.1
        Constituent REMICs

      (a)
        CMSI
        and the Trustee will make the appropriate elections to treat the Trust Fund,
        and
        the affairs of the Trust Fund will be conducted so as to qualify the Trust
        Fund,
        for federal income tax purposes as three separate constituent
REMICs– the pooling REMIC, the
lower-tier REMIC, and
        the upper-tier REMIC.
        The pooling REMIC will be the applicable constituent REMIC for
        purposes of section 3.21.

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

      The
        assets of the lower-tier REMIC will consist of the class P regular interests
        described below, the Trustee’s rights under any certificate insurance policy and
        reserve fund, any retail reserve fund, and any assets in the lower-tier REMIC
        account described below. Classes IA-1, IA-2, IA-5, IA-6, IA-8, IA-9, IA-11
        through IA-16, IIA-1, and B-1 through B-6, and any class L regular interests
        described below, are designated as the regular interests in the lower-tier
        REMIC. Class LR is designated as the residual interest in the lower-tier
        REMIC.

      The
        assets of the upper-tier REMIC will consist of any class L regular interests
        described below, and any assets in the upper-tier REMIC account described
        below.
        Classes IA-3, IA-4, IA-7 and IA-10 are designated as the regular interests
        in
        the upper-tier REMIC. Class R is designated as the residual interest in the
        upper-tier REMIC.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      27.2
        The class P and class L regular interests

      There
        are
        four uncertificated class P regular interests, each designated as
“CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A5 REMIC
        Pass-Through
        Certificates,” and further individually designated as a

      ·      “PI-M
        regular interest,”

      ·      “PI-Q
        regular interest,”

      ·      “PII-M
        regular interest,” and

      ·      “PII-Q
        regular interest.”

      There
        are
        two uncertificated class L regular interests, designated as “CMALT
        (CitiMortgage Alternative Loan Trust), Series 2007-A5 REMIC Pass-Through
        Certificates,” and further designated as the “LI-3 regular interest” and the
“LI-10 regular interest.”

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

       

      
        	
                Regular
                  interest

                 

              	
                initial
                  principal (or notional) balance

                 

              	
                certificate
                  rate (per annum)

                 

              
	
                PI-M

                 

              	
                $4,689.893206

                 

              	
                6%

                 

              
	
                PI-Q

                 

              	
                917,717,277.166794

                 

              	
                6

                 

              
	
                PII-M

                 

              	
                163.661594

                 

              	
                5.5

                 

              
	
                PII-Q

                 

              	
                32,081,859.278406

                 

              	
                5.5

                 

              
	
                LI-3

                 

              	
                244,115,589.00

                 

              	
                6.1

                 

              
	
                LI-10

                 

              	
                75,000,000.00

                 

              	
                6

                 

              


      

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

       

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

      On
        each
        distribution day,

      ·      the
        class LI-3 regular interest will receive a principal distribution, or allocation
        of the principal portion of realized losses, equal in the aggregate to the
        principal distribution, or allocation of the principal portion of realized
        losses, for that day, on class IA-3, and

      ·      the
        class LI-10 regular interest will receive a principal distribution, or
        allocation of the principal portion of realized losses, equal in the aggregate
        to the principal distribution, or allocation of the principal portion of
        realized losses, for that day, on class IA-10.

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

      Recoveries
        of previously allocated realized losses of principal will be allocated to
        any
        class P and class L regular interests


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      in
        the
        same manner as realized losses were allocated to them.

       

      27.4
        Interest distributions to class L and class P regular
        interests

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

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

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

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

       

      27.5
        REMIC accounts and distributions

      (a)
        CitiMortgage, the Trustee and the Paying Agent will

      ·      perform
        their duties in a manner consistent with the REMIC provisions of the Internal
        Revenue Code, and will not knowingly take or fail to take any action that
        would
        adversely affect the continuing treatment of the Trust Fund as segregated
        asset
        pools and the treatment of each such segregated asset pool as a REMIC or
        would
        result in the imposition of a tax on the Trust Fund, or any constituent REMIC,
        and

      ·      carry
        out their covenants in this agreement and the elections and reporting required
        in section 3.15 on behalf of each constituent REMIC, including maintaining
        the
        following segregated accounts:

      ·        the
        certificate account,

      ·        if
        there is a pooling REMIC, a pooling REMIC account,

      ·        a
        lower–tier REMIC account, and

      ·        if
        there is an upper-tier REMIC, an upper-tier REMIC
        account.

      Any
        pooling REMIC account, the lower-tier REMIC account, and any upper-tier REMIC
        account will be established in the same manner as the certificate
        account.

      CitiMortgage,
        on behalf of the Trustee, will deposit daily in the certificate account in
        accordance with section 3.3 all remittances received by it, any amounts required
        to be deposited in the certificate account pursuant to section 3.2, all other
        deposits required to be made to the certificate account other than those
        amounts
        specifically designated to be deposited in any pooling REMIC account, the
        lower-tier REMIC account, or any upper-tier REMIC account in this section,
        “REMIC accounts and distributions,” and all investments made with moneys on
        deposit in the certificate account, including all income or gain from such
        investments, if any. Funds


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      on
        deposit in the certificate account will be held and invested in accordance
        with
        the applicable provisions of section 3.2 and 3.20. Distributions from the
        certificate account will be made in accordance with sections 3.6, 3.8 and
        these
        Series Terms to make payments in respect of the regular and residual interests
        in any pooling REMIC, the lower-tier REMIC, and any upper-tier REMIC and
        to pay
        servicing fees in accordance with section 3.6(h) and any insurance
        premium.

      Notwithstanding
        anything herein to the contrary, regular and residual interests in any pooling
        REMIC, the lower-tier REMIC, and any upper-tier REMIC will not receive
        distributions directly from the certificate account. On each distribution
        day,

      ·      if
        there is a pooling REMIC, CitiMortgage, on behalf of the Trustee, will withdraw
        from the certificate account and deposit by 12 noon in the pooling REMIC
        account
        all distributions to be made on such distribution day in respect of interest
        on
        or in reduction of the principal balance of any class P regular interests,
        and

      ·      if
        there is no pooling REMIC, CitiMortgage, on behalf of the Trustee, will withdraw
        from the certificate account and deposit by 12 noon in the lower-tier REMIC
        account all distributions to be made on such distribution day in respect
        of
        interest on or in reduction of the principal balance of the regular interests
        in
        the lower-tier REMIC.

      If
        there
        is an upper-tier REMIC, CitiMortgage, on behalf of the Trustee, will immediately
        thereafter withdraw from the lower-tier REMIC account and deposit in the
        upper-tier REMIC account all distributions to be made on such distribution
        day
        in respect of interest on or in reduction of the principal balance of any
        class
        L regular interests.

      The
        Trustee will cause to be distributed from the lower-tier REMIC account and
        any
        upper-tier REMIC account, to the extent funds are on deposit therefor, all
        amounts required to be distributed with respect to the regular and residual
        interests in the lower-tier REMIC and any upper-tier REMIC as specified in
        these
        Series Terms.

      To
        the
        extent that any part of the lower-tier REMIC account or any upper-tier REMIC
        account is designated in these Series Terms as an investment account, the
        provisions in section 3.19 applicable to the investment of funds will apply
        to
        such REMIC accounts. In addition, section 3.3(a) regarding commingling will
        apply to such REMIC accounts.

      (b) CitiMortgage
        will maintain books for constituent REMICs on a calendar year taxable year
        and
        on the accrual method of accounting.

      (c) The
        Trustee will not create, or permit the creation of, any “interests” in any
        constituent REMIC within the meaning of Internal Revenue Code Section 860D(a)(2)
        other than the interests represented by the certificates or, if there are
        multiple REMICs, the uncertificated regular interests in any pooling REMIC
        or
        (if there is an upper-tier REMIC) the lower-tier REMIC.

      (d) Except
        as otherwise provided in the Internal Revenue Code, CitiMortgage will not
        grant,
        and neither CitiMortgage nor the Trustee will accept, property unless
        (i) substantially all of the property held by each constituent REMIC
        constitutes either “qualified mortgages” or “permitted investments” as defined
        in Internal Revenue Code Sections 860G(a)(3) and (5), respectively, and
        (ii) no property will be granted to a constituent REMIC after the startup
        day, unless the grant would not subject the constituent REMIC to the 100%
        tax on
        contributions to a REMIC after the


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      startup
        day imposed by Internal Revenue Code Section 860G(d).

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

      (f) Neither
        CitiMortgage nor the Trustee will sell or permit the sale of all or any portion
        of the mortgage loans, or of an Eligible Investment held in the certificate
        account or in any REMIC account (other than in accordance with sections 2.2,
        2.3, 2.4 and 3.19(a)) unless such sale is pursuant to a “qualified liquidation”
as defined in Internal Revenue Code Section 860F(a)(4)(A) and is in accordance
        with section 9.1.

       

      27.6
        Tax matters person

      If
        in any
        taxable year there will be more than one holder of any class of residual
        certificates, a tax matters person may be designated for the related
        REMIC, who will have the same duties for the related REMIC as those of a
“tax
        matters partner” under Subchapter C of Chapter 63 of Subtitle F of the Internal
        Revenue Code, and who will be, in order of priority, (i) CitiMortgage or an
        affiliate of CitiMortgage, if CitiMortgage or such affiliate is the holder
        of a
        residual certificate of the related REMIC at any time during the taxable
        year or
        at the time the designation is made, (ii) if CitiMortgage is not a holder
        of a residual certificate of the related REMIC at the relevant time,
        CitiMortgage as agent for the holder of the residual certificate of the related
        REMIC, if the designation is permitted to be made under the Internal Revenue
        Code, or (iii) the holder of a residual certificate of the related REMIC or
        person who may be designated a tax matters person in the same manner in which
        a
        tax matters partner may be designated under applicable Treasury Regulations,
        including Treas­ury Regulations § 1.860F-4(d) and tem­porary
        Treasury Regulations § 301.­6231­(a)­(7)-1T.

       

      
        	
                28

              	
                Yield
                  maintenance agreement 

              


      

       

      28.1
        Yield maintenance agreement

      Class
        IA-3 is a class of yield protected certificates.

      The
        Trustee is hereby directed to enter into one or more yield maintenance
        agreements (together, the yield maintenance agreement) with Bear
        Stearns Financial Products Inc., (the yield maintenance provider) in
        substantially the form attached as exhibit F. The yield maintenance agreement
        is
        an asset of the Trust, but not of any constituent REMIC.

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

      Under
        the
        yield maintenance agreement, the yield maintenance provider will make yield
        maintenance payments for the benefit of the holders of the yield protected
        certificates.

      Each
        yield maintenance payment for a class of yield protected certificates will
        be a
        per annum percentage (the yieldmaintenance percentage) of an
assumed principal balance for the class for the relevant distribution
        day. The yield maintenance percentage will equal the excess of LIBOR for
        that
        distribution day over the maximum LIBOR shown
        below for the class, up to the maximum protection percentage shown for
        that class.

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

       

      
        	
                Class

              	
                Maximum
                  LIBOR

              	
                Maximum
                  protection percentage

              
	
                IA-3

              	
                5.6%

              	
                3.4%

              


      

       

      Where
        the
        annual rate for a class of certificates is specified as LIBOR plus a
        percentage margin, subject to a maximum rate, the maximum LIBOR will be
        the excess of the maximum rate over the margin.

      Example:
        Suppose the annual interest rate formula for a class of yield protected
        certificates is LIBOR + 0.5%, subject to a maximum rate of 6%. Then 0.5%
        is the
        margin, and the maximum LIBOR is 5.5% (the 6% maximum rate minus the 0.5%
        margin). In the absence of a yield maintenance agreement, even if LIBOR is
        over
        5.5% for a distribution day, certificate holders can not receive interest
        at an
        annual rate of more than 6%.

      Now
        suppose that for a distribution day, LIBOR is 6.3% and the actual principal
        balance of the class is $2 million, and that under a yield maintenance agreement
        for the class, the maximum protection percentage is 3%, and the assumed
        principal balance for the distribution day is $1.6 million. Accordingly,
        the
        class will receive a yield maintenance payment equal to one-twelfth of 0.8%
        (the
        excess of 6.3% over the maximum LIBOR of 5.5%) of $1.6 million (the assumed
        principal balance), or approximately $1,067.

      What
        if LIBOR had been 9% rather than 6.3%? The excess of 9% over 5.5% is 3.5%,
        which
        is greater than the maximum protection percentage of 3%. Therefore, the class
        will receive an additional payment of only one-twelfth of 3% of $1.6 million,
        or
        $4,000.

      The
        yield
        maintenance payments for each class of yield protected certificates will
        be made
        to the paying agent, who will pass them through to the holders of the class
        of
        certificates in proportion to the principal balances of their certificates,
        but
        not more than will be required to pay the certificates an amount (the yield
        maintenance amount) for that distribution day equal to the yield
        maintenance percentage of the actual principal balance for the class for that
        distribution day.

      Example:
        Same as previously, with LIBOR 6.3%, but an assumed principal balance of
        $3
        million, which exceeds the actual principal balance of $2 million. The yield
        maintenance provider will make a yield maintenance payment to the paying
        agent
        of one-twelfth of 0.8% of $3 million (the assumed principal balance), or
        approximately $2,000, but the class will receive only the yield maintenance
        amount of one-twelfth of 0.8% of $2 million (the actual principal balance),
        or
        approximately $1,333.

      If
        for
        any distribution day, the yield maintenance payment by the yield maintenance
        provider to the paying agent for a class of certificates exceeds the yield
        maintenance amount required to be paid to the holders of that class, the
        excess
        will be deposited in a yield maintenance reserve fund for that class
        maintained in an account at the paying agent.

      If
        for
        any distribution day, the assumed principal balance is less than the aggregate
        outstanding principal balance of a class of yield protected certificates,
        the
        yield maintenance payment will be less than the yield maintenance amount
        for the
        distribution day, and a shortfall will result. Amounts in the yield maintenance
        reserve fund for the class will be used (i) to cover any such shortfall,
        and (ii) for a distribution day after October 2010, to pay the yield
        maintenance amount.

      Once
        the
        principal balance of a class of yield protected certificates has been reduced
        to
        zero or the Trust has been terminated, any funds remaining in the yield
        maintenance reserve fund will be paid to HSBC. Thereafter, any payments
        resulting from the yield maintenance


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      agreement
        for the class will be paid to HSBC.

      The
        yield
        maintenance reserve fund may not be invested.

      The
        yield
        maintenance reserve fund will be treated as an “outside reserve fund” under the
        REMIC provisions, beneficially owned by HSBC, who will be taxable on all
        such
        amounts or income thereon, and who will be entitled to any reimbursement
        from
        the REMICs with respect thereto.

       

      28.2
        Tax treatment

      CitiMortgage
        will treat the portion of the Trust that holds the right of the yield protected
        certificates to receive payments under the yield maintenance agreement and
        the
        yield maintenance reserve fund as a grantor trust for federal income tax
        purposes. The yield maintenance agreement and the yield maintenance reserve
        fund
        are not assets of any REMIC.

      CitiMortgage
        will treat the holders of the yield protected certificates as the beneficial
        owners of a notional principal contract representing the right to receive
        payments under the yield maintenance agreement and HSBC as the beneficial
        owner
        of the yield maintenance reserve fund, including any payments under the yield
        maintenance agreement that exceed the payments distributable to the holders
        of
        the yield protected certificates, and

      Based
        on
        information provided annually by CitiMortgage with respect to the yield
        protected certificates, CitiMortgage will report annually to the holders
        of the
        yield protected certificates and to the IRS (as attachments to Form 1041
        or
        other applicable form) their allocable shares of income and expense with
        respect
        to their right to receive payments under the yield maintenance agreement
        under
        the rules applicable to notional principal contracts, taking into account
        the
        portion of the original issue price of the yield protected certificates
        allocable to their right to receive payments under the yield maintenance
        agreement, and treating each holder of yield protected certificates as if
        it
        were an original holder, and

      CitiMortgage
        will not vary the investment of the holders of the yield protected certificates
        to take advantage of variations in market rates of interest to improve their
        rates of return.

       

      
        	
                29

              	
                Notice
                  addresses

              


      

      Notices
        should be sent:

      To
        the
        Trustee at its corporate trust office at One Federal Street, 3rd Floor, Boston,
        Massachusetts 02110, Attention: Corporate Trust Services.

      To
        CMSI
        at Citicorp Mortgage Securities, Inc., 1000 Technology Drive, O’Fallon, Missouri
        63368, Attention: Daniel P. Hoffman.

      To
        CitiMortgage at CitiMortgage, Inc., 1000 Technology Drive, O’Fallon, Missouri
        63368, Attention: Daniel P. Hoffman.

      To
        S&P at 55 Water Street, 41st Floor, New York, New York 10041, Attention:
        RMBS Surveillance.

      To
        Moody’s at 99 Church Street, New York, New York 10007.

      To
        Fitch
        at Residential Mortgage Pass-Through Monitoring, Fitch Ratings, One State
        Street
        Plaza, 30th Floor, New York, New York 10004.

      To
        Citibank, N.A. at (a) for certificate transfer and presentment of
        certificates for final distribution, at 111 Wall Street, 15th floor, New
        York,
        NY 1005, Attention: 15th floor window, and (b) for all other purposes, at
        388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency and
        Trust, CMSI.

      To
        the
        Mortgage Note Custodian at Citibank, N.A., 5280 Corporate Drive,
        M/C


      
        
          
          

        

        
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      0005,
        Frederick, Maryland 21703, Attention: Loretta Badgett.

      To
        any
        Insurer, at the address given for the Insurer in the first paragraph of “Insured
        classes” above.

      The
        Paying Agent, any Insurer, CMSI and CitiMortgage may each change their address
        for notices by written notice to the others. The Trustee may change its
        corporate trust office by written notice to CMSI, CitiMortgage, any Insurer,
        and
        all certificate holders.

      Notwithstanding
        anything to the contrary herein, any and all email communications (both text
        and
        attachments) by or from the Paying Agent that the Paying Agent in its sole
        discretion deems to contain confidential, proprietary, and/or sensitive
        information will be encrypted. The recipient (the Email Recipient) of
        the email communication will be required to complete a one-time registration
        process. Instructions on how to register and/or retrieve an encrypted message
        will be included in the first secure email sent by the Paying Agent to the
        Email
        Recipient. Additional information and assistance on using the Paying Agent’s
        encryption technology can be found at the Paying Agent’s website
www.citigroup.com/­citigroup/­citizen/privacy/email.htm or by
        calling (866) 535-2504 (in the U.S.) or (904) 954-6181 at any time.

       

      
        	
                30

              	
                Initial
                  Depositories

              


      

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

      


      
        
           

        

        
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      STANDARD
        TERMS

       

      1
Definitions
        and
        usages

       

      1.1
        Defined terms

      In
        this
        agreement, the following words and phrases have the following
        meanings:

      accrual
        termination day: For an accrual class, the earlier of (1) the first
        distribution day on which the principal balance of each of its accrual directed
        classes on the preceding day is zero, or (2) the subordination depletion
        date.

      affiliate:
        For a specified person, any other person that controls, is controlled by
        or is
        under common control with the specified person. In this definition, “control” of
        a specified person means the power to direct the management and policies
        of the
        person, directly or indirectly, whether through the ownership of voting
        securities, by contract or otherwise; and the terms “controlling” and
“controlled” have correlative meanings.

      affiliated
        servicing fee rate: 0.25% per annum. The monthly affiliated
        servicing fee rate is one-twelfth of the affiliated servicing fee
        rate.

      aggregate
        outstanding advances: For a determination date, the aggregate of net
        servicing account advances, net voluntary advances, net Paying Agent advances
        and advance account advances made from the cut-off date to the determination
        date, plus any uncommitted cash advances to be made on the next distribution
        day.

      appraisal:
        For a mortgage loan, the appraisal conducted in connection with the origination
        of the mortgage loan, whether originated upon the purchase of the related
        mortgaged property or in connection with a refinancing.

      Authorized
        Officer: For CitiMortgage or CMSI, the Chairman of the Board of Directors,
        the President, any Executive Vice President, Senior Vice President, Vice
        President, Assistant Vice President, Controller, Assistant Controller,
        Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, or any
        other
        natural person designated in an officer’s certificate signed by any of the
        foregoing officers and furnished to the Trustee and, solely in the case of
        a
        statement given pursuant to section 3.22, any Servicing Officer.

      Bankruptcy
        Code: The United States Bankruptcy Code of 1978.

      bankruptcy
        coverage termination date: If there is a bankruptcy loss limit, the
        distribution day on which the bankruptcy loss limit has been reduced to zero
        or
        a negative number (or the subordination depletion date, if
        earlier).

      bankruptcy
        loss: For a mortgage loan, (1) a debt service reduction or (2) a
        deficient valuation, unless, in either case, CitiMortgage has notified
        the Trustee that CitiMortgage is diligently pursuing any remedies that may
        exist
        in connection with the representations and warranties made regarding the
        related
        mortgage loan and either (A) the related mortgage loan is not in default
        with regard to payments due thereunder, or (B) delinquent payments of
        principal and interest under the related mortgage loan, and any premiums
        on any
        applicable hazard insurance policy and any related escrow payments for the
        mortgage loan, are being advanced on a current basis without giving effect
        to
        any debt service reduction.

      bankruptcy
        loss limit: If an initial bankruptcy loss limit is stated in the Series
        Terms, for a distribution day, the initial bankruptcy loss limit minus the
        aggregate amount of bankruptcy losses since the cut-off date. The bankruptcy
        loss limit may be further reduced by CitiMortgage (including accelerating
        the
        manner in which such coverage is reduced) provided that prior
        to


      
        
          
          

        

        
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      the
        reduction, each rating agency confirms in writing to CitiMortgage (with a
        copy
        to the Trustee) that the reduction will not adversely affect the rating agency’s
        then-current rating of the certificates.

      beneficial
        owner: For a certificate held by a Clearing Agency, the person who is the
        beneficial owner of the certificate as reflected on the Clearing Agency’s books
        or on the books of a person maintaining an account with the Clearing Agency
        (directly or as an Indirect Participant, in accordance with the Clearing
        Agency’s rules).

      business
        day: Any day other than a Saturday, a Sunday or a day on which banking
        institutions in New York, New York or in the cities where the Trustee, the
        Paying Agent, CMSI, CitiMortgage, any Insurer (but only to the extent that
        the
        Insurer is required under this agreement to make or receive a payment on
        that
        day), any delegated servicers, and (but only if the third-party servicer
        is
        depositing funds received on third-party mortgage loans with CitiMortgage
        or the
        Paying Agent on that day) the third-party servicer is located are authorized
        or
        obligated by law or executive order to be closed or, in the case of a
        distribution day and if there are book-entry certificates, any day on which
        the
        relevant Clearing Agency is closed. For purposes of determining LIBOR for
        any
        LIBOR classes, a business day is a day on which banks in London and New York
        are
        open for the transaction of international business.

      buydown
        account: The deposit account or accounts, which may bear interest, created
        and maintained in the name of the Trustee for the benefit of the mortgagors,
        subject to the rights of the Trustee pursuant to the buydown subsidy
        agreements.

      buydown
        funds: Funds contributed at origination by the seller or buyer of a
        property subject to a buydown mortgage loan, or by any other source, plus
        interest earned thereon, in order to reduce the payments required from the
        mortgagor for a specified period in specified amounts.

      buydown
        mortgage loan: Any mortgage loan for which, pursuant to a buydown subsidy
        agreement, (i) the mortgagor pays less than the full monthly payments
        specified in the mortgage note for a specified period, and (ii) the
        difference between the payments required under the buydown subsidy agreement
        and
        the mortgage note is provided from buydown funds.

      buydown
        subsidy agreement: The agreement relating to a buydown mortgage loan
        pursuant to which an Originator may apply the buydown funds to a mortgagor’s
        payments.

      certificate
        holder or holder: The person in whose name a certificate is
        registered in the Certificate Register.

      Citibank
        banking affiliate: An affiliate of Citibank, N.A. that is either (i) a
        federal savings and loan association duly organized, validly existing and
        in
        good standing under the federal banking laws, (ii) an institution duly
        organized, validly existing and in good standing under the applicable banking
        laws of any state, or (iii) a national banking association duly organized,
        validly existing and in good standing under the federal banking
        laws.

      class:
        For certificates, any certificates designated as a class in the Series Terms,
        for any class L or class P regular interests, the regular interests in the
        constituent REMIC designated as such in “REMIC provisions” above, and for
        residual certificates, all residual certificates having the same class
        designation. A “class” will be understood not to include a residual class of
        certificates unless otherwise expressly stated.

      class
        percentage: For one or more classes, the ratio of the aggregate of the
        principal


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      


      balances
        of the classes to the aggregate of the principal balances of all classes
        of the
        series, expressed as a percentage.

      classes
        A-x through A-y: For a positive integer x and a greater integer
y, each class A-z for all integers z from x
        through y, inclusive. Example: “classes A-3 through A-5” means
        each of classes A-3, A-4, and A-5. If a class is designated with an integer
        and
        letter pair, then such class follows the class with the same integer x
        and precedes the class of the next greater integer y. Example:
“classes A-3 through A-5” means, if there are classes A-4A and A-4B, each of
        classes A-3, A-4, A-4A, A-4B, and A-5.

      classes
        B-x through B-y: For a positive integer x and any greater integer
y, each class B-z for all integers z from x
        through y, inclusive. Example: “classes B-3 through B-5” means
        each of classes B-3, B-4 and B-5.

      Clearing
        Agency: An organization registered as a “clearing agency” pursuant to
        Section 17A of the Exchange Act. The initial Clearing Agency will be The
        Depository Trust Company.

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

      collected
        servicing fee on a mortgage loan: For any month, the excess of the interest
        payment received on the mortgage loan for the month (including accrued interest
        due but not received from liquidation or insurance proceeds for liquidated
        loans) over the amount of interest on the mortgage loan for the month at
        the
        pass-through rate, up to the servicing fee CitiMortgage is permitted to retain
        under this agreement.

      debt
        service reduction: For a mortgage loan, a reduction in the scheduled
        monthly loan payment for the mortgage loan by a court of competent jurisdiction
        in a proceeding under the Bankruptcy Code or any similar state law, except
        a
        reduction that would constitute a deficient valuation. If the court proceeding
        results in an increase in the scheduled payment for a month (for example,
        a
        final balloon payment or a payment in a month after the originally scheduled
        maturity of the mortgage loan), the increased payment will be considered
        a
        scheduled payment and not a debt service reduction.

      Example:
        Suppose a homeowner has a mortgage loan with an outstanding principal balance
        of
        $50,000 and an interest rate of 7%. The loan has 10 years to run. The homeowner
        files for bankruptcy, and the bankruptcy court (1) reduces the outstanding
        principal balance to $40,000, (2) reduces the interest rate to 6%, and
        (3) stretches the payments out to 20 years. Then

      ·      the
        $10,000 reduction in principal owed is a bankruptcy loss, and

      ·      the
        difference between the monthly payment the homeowner would have made on the
        remaining $40,000 at the original interest rate and maturity, and the monthly
        payment the homeowner is now required to make on the new lower interest rate
        and
        extended maturity, is a debt service reduction, and

      ·      payments
        in the final 10 years (that is, after the originally scheduled maturity)
        will be
        scheduled payments.

      deficient
        valuation: For a mortgage loan, a valuation by a court of competent
        jurisdiction of the mortgaged property in an amount less than the
        then-outstanding indebtedness under the mortgage loan, or a reduction in
        the
        scheduled monthly principal payment that results in a permanent forgiveness
        of
        principal, which valuation or reduction results from a proceeding under the
        Bankruptcy Code or any similar state law.

      delegated
        servicer: A person or persons, including a special servicer, to whom
        CitiMortgage delegates some or all of its


      
        
          
          

        

        
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      servicing
        obligations pursuant to section 4.5.

      Depository:
        The bank or banks or savings and loan association or associations or trust
        company or companies (which may be the Trustee or which may be Citibank,
        N.A. or
        a Citibank banking affiliate ) at which the certificate account, buydown
        account, escrow account, custodial account for P&I and servicing account are
        established or maintained pursuant to section 3.2, 3.3 or 3.3. Each Depository
        must meet the requirements of section 11.1.

      determination
        date: For each distribution day, the close of business on the 18th day (or,
        if that day is not a business day, the preceding business day) of the month
        in
        which the distribution day occurs.

      discount
        loan: A mortgage loan that has a pass-through rate less than the target
        rate.

      Eligible
        Account: Either

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

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

      ·      whose
        deposits are insured by the FDIC,

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

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

      ·      is
        either (i) a federal savings and loan association duly organized, validly
        existing and in good standing under the federal banking laws, (ii) an
        institution duly organized, validly existing and in good standing under the
        applicable banking laws of any state, (iii) a national banking association
        duly organized, validly existing and in good standing under the federal banking
        laws and (iv) a principal subsidiary of a bank holding company,
        or

      (C) a
        trust account (which will be a “special deposit account”) maintained with the
        trust department of a federal or state chartered depository institution or
        of a
        trust company, having capital and surplus of not less than $50 million, acting
        in its fiduciary capacity.

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

      ERISA:
        The Employee Retirement Income Security Act of 1974.

      ERISA
        Restricted Certificates: The B-4, B-5 and B-6 certificates.

      Exchange
        Act: The Securities Exchange Act of 1934.

      extraordinary
        event: Any of the following events: (i) hostile or warlike action in time
        of peace or war; (ii) the use of any weapon of war employing atomic fission
        or
        radioactive force whether in time of peace or war; or (iii) insurrection,
        rebellion, revolution, civil war or any usurped power or action taken by
        any
        governmental authority in preventing such occurrences (but not including
        looting
        or rioting occurring not in time of war).

      FDIC:
        The Federal Deposit Insurance Corporation.

      Fitch:
        Fitch Ratings.

      fraud
        loss limit: If an initial fraud loss limit is stated in the Series Terms,
        for a distribution day,

      (X)
        prior
        to the second anniversary of the cut-off date, the initial fraud loss
        limit


      
        
          
          

        

        
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      minus
        the
        aggregate amount of fraud losses since the cut-off date, and

      (Y)
        from
        the second through fifth anniversary of the cut-off date, (1) the lesser
        of (a)
        the fraud loss limit as of the most recent anniversary of the cut-off date
        and
        (b) 0.50% of the aggregate scheduled principal balance of all the mortgage
        loans
        as of the most recent anniversary of the cut-off date, minus (2) the aggregate
        amount of fraud losses since the most recent anniversary of the cut-off
        date.

      After
        the
        fifth anniversary of the cut-off date the fraud loss limit will be
        zero.

      fraud
        loss: A liquidated loan loss as to which there was fraud in the origination
        of the mortgage loan.

      GIC:
        A guaranteed investment contract or surety bond.

      GNMA:
        the Government National Mortgage Association.

      group:
        In a multiple-pool series, the classes related to a pool; in a single-pool
        series, all the classes.

      group
        target-rate class percentage: For one or more target-rate classes of a
        group, the ratio of the classes’ principal balance to the principal balance of
        all target-rate classes of the group, expressed as a percentage. For a single
        pool series, the group target-rate class percentage is the same as the
        target-rate class percentage.

      Guide:
        The CitiMortgage, Inc. Servicing Guide, being the manual relating to
        CitiMortgage’s mortgage loan purchase program, as revised or supplemented from
        time to time.

      high-cost
        mortgage loan: A “high cost loan,” “high-rate, high-fee mortgage,” “covered
        loan,” or similar loan under any predatory lending law, if the law contains
        provisions that may result in liability of the Trust Fund as a purchaser
        or
        assignee of the loan.

      holder:
        Has the same meaning as “certificate holder.”

      hypothetical
        mortgage loan: A non-existent mortgage loan that, combined with one or more
        other hypothetical mortgage loans, would have the same interest and principal
        payments as an actual mortgage loan.

      Example:
        A mortgage loan having a principal balance of $100,000 and a pass-through
        rate
        of 8% could be divided into two hypothetical mortgage loans, the first having
        a
        $100,000 principal balance and a pass-through rate of 7% per annum, and the
        second an IO loan having a $100,000 principal balance and a pass-through
        rate of
        1% per annum. References to the hypothetical mortgage loans in the target-rate
        strip will include those actual mortgage loans whose pass-through rates equal
        the target rate.

      independent
        accountants : Accountants who are “independent” within the meaning of Rule
        2-01(b) of the Securities and Exchange Commission’s Regulation S-X under the
        Exchange Act.

      Indirect
        Participant: An organization that participates in the Clearing Agency by
        clearing through or by maintaining a custodial account with a
        Participant.

      initial:
        As applied to a principal or notional balance, target-rate class percentage,
        or
        subordination level, means the principal or notional balance, target-rate
        class
        percentage, or subordination level as of the cut-off date.

      insurance
        proceeds: Proceeds of

      ·      a
        primary mortgage insurance policy,

      ·      a
        hazard insurance policy to the extent not applied to restore the mortgaged
        property or released to the mortgagor in accordance with CitiMortgage’s normal
        servicing procedures or, for a third-party servicer, the Guide, and

      ·      any
        other insurance policy or bond relating to the mortgage loans or their
        servicing.


      
        
          
          

        

        
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      Internal
        Revenue Code: The Internal Revenue Code of 1986.

      investment
        account: The certificate account (but only if so stated in the Series
        Terms) and any other account or any portion thereof that consists of cash
        or
        Eligible Investments.

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

      IO
        class: A class that has a certificate rate but no principal balance,
        receives interest distributions on its notional balance, but does not receive
        principal distributions.

      IO
        loan: A mortgage loan having only a “notional balance.” Such a mortgage
        loan would pay interest (usually at a variable rate) on its notional balance,
        but would not pay principal.

      IO
        strip: The ratio-stripped IO loans for all the premium loans.

      liquidated
        loan: A mortgage loan for which

      ·      the
        related mortgaged property has been acquired, liquidated or foreclosed, and
        the
        relevant servicer determines that all liquidation proceeds it expects to
        recover
        have been recovered, or

      ·      the
        related mortgaged property is retained or sold by the mortgagor, and the
        relevant servicer has accepted payment from the mortgagor in consideration
        for
        the release of the mortgage in an amount that is less than the outstanding
        principal balance of the mortgage loan as a result of a determination by
        the
        relevant servicer that the potential liquidation expenses for the mortgage
        loan
        would exceed the amount by which the cash portion of such payment is less
        than
        the outstanding principal balance of the mortgage loan.

      liquidated
        loan loss: For a distribution day, the aggregate losses for each mortgage
        loan that became a liquidated loan prior to the first day of the month that
        contains the distribution day, which for each such liquidated loan will equal
        the excess of

      ·      (A) the
        unpaid principal balance of the mortgage loan on the first day of the preceding
        month, plus (B) accrued interest in accordance with the amortization
        schedule at the time applicable to the mortgage loan at the applicable mortgage
        note rate from the first day of the month as to which interest was last paid
        on
        the mortgage loan through the last day of the month in which the mortgage
        loan
        became a liquidated loan, over

      ·      the
        net liquidation proceeds for the mortgage loan.

      Each
        liquidated loan loss will have an interest portion and a principal portion.
        If
        net liquidation proceeds for the mortgage loan exceed the accrued interest
        described in clause (B) above, the interest portion of the liquidated loan
        loss will be zero; otherwise, the interest portion of the liquidated loan
        loss will be the excess of the accrued interest described in clause (B) above
        over such net liquidation proceeds. The principal portion of a liquidated
        loan loss will equal the liquidated loan loss minus the interest portion of
        the liquidated loan loss.

      liquidation
        expenses: For a liquidated loan, out-of-pocket expenses paid or incurred by
        or for the account of the relevant servicer or the Trust Fund for
        (a) property protection expenses, (b) property sales expenses,
        (c) foreclosure costs, including court costs and reasonable attorneys’
fees, (d) similar expenses reasonably paid or incurred in connection with
        the liquidation of the liquidated loan, (e) servicing fees not previously
        paid on the liquidated loan, and (f) any tax imposed on the Trust Fund with
        respect to a liquidated loan or property received by deed in lieu of
        foreclosure.

      liquidation
        proceeds: For a period, the amounts received by the relevant servicer
        in


      
        
          
          

        

        
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      connection
        with the liquidation of a liquidated loan, whether through judicial or
        non-judicial foreclosure, proceeds of insurance policies, condemnation proceeds,
        proceeds of a deficiency action (less amounts retained by CitiMortgage pursuant
        to section 3.12), or otherwise, including payments received from the mortgagor
        for the liquidated loan, other than amounts required to be paid to the mortgagor
        pursuant to the terms of the liquidated loan or to be applied otherwise pursuant
        to law.

      loss
        recovery: For a liquidated loan, any amounts received on the liquidated
        loan (net of expenses on the liquidated loan) for any month after the month
        in
        which the mortgage loan becomes a liquidated loan, that are not applied to
        the
        reduction of aggregate outstanding advances for the liquidated
        loan.

      master
        servicing fee: The amount payable to CitiMortgage pursuant to section
        3.7.

      master
        servicing fee rate: The per annum rate agreed between CitiMortgage and a
        third-party servicer for calculating the master servicing fee. The
monthly master servicing fee rate will be one-twelfth of the master
        servicing fee rate.

      month:
        A calendar month.

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

      mortgage:
        For a mortgage loan, the mortgage or deed of trust creating a first lien
        on and
        an interest (a) for a mortgage loan relating to a cooperative apartment in
        a cooperative housing corporation, in the mortgagor’s interest therein securing
        a mortgage note, and (b) for other cases, in real property securing a
        mortgage note.

      mortgage
        documents: All documents contained in the mortgage file.

      mortgage
        file: All the documents listed in section 2.1 that are required to be
        delivered to either the Mortgage Note Custodian or CitiMortgage pertaining
        to a
        particular mortgage loan, and any additional documents required to be added
        to
        such documents pursuant to this agreement.

      mortgage
        loan: At any time, the indebtedness of a mortgagor evidenced by a mortgage
        note that is secured by real property (or shares evidencing ownership interest
        in a cooperative apartment in a cooperative housing corporation) and that
        is
        sold and assigned to the Trustee and held at such time in the Trust Fund
        pursuant to this agreement, the mortgage loans originally so held being
        identified in the mortgage loan schedule.

      mortgage
        loan schedule: The list of mortgage loans transferred to the Trustee as
        part of the Trust Fund, attached as exhibit B, or separately delivered, in
        physical or electronic form, to the Trustee.

      mortgage
        note: For a mortgage loan, the promissory note or other evidence of
        indebtedness of the mortgagor.

      mortgage
        note rate: For a mortgage loan, the annual rate per annum at which interest
        accrues on the mortgage loan.

      mortgaged
        property: Any real property subject to a mortgage, or any cooperative
        apartment in a cooperative housing corporation.

      mortgagor:
        The obligor on a mortgage note.

      multiple-pool
        series: A series in which the mortgage loans are divided into two or more
        pools for purposes of allocations and distributions. Each series is either
        a
        single-pool series or a multiple-pool series.

      net
        liquidation proceeds: For a period, the aggregate amount of liquidation
        proceeds for a liquidated loan, net of related liquidation expenses not
        previously recovered.

      net
        REO proceeds: For a REO loan, REO proceeds net of any
        related expenses of the relevant servicer.

      net
        Paying Agent advances: For a period, the amount (which may be
        negative)


      
        
          
          

        

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

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

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

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

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

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

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

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

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

      original
        value: For the mortgaged property underlying a mortgage loan, the lesser
        of

      ·      the
        sales price of the mortgaged property and

      ·      its
        appraisal value determined pursuant to an appraisal made in connection
        with


      
        
          
          

        

        
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      origination
        of the mortgage loan, except that the original appraisal of the mortgaged
        property may be used for a refinanced mortgage loan the unpaid principal
        balance
        of which, after refinancing, does not exceed the unpaid principal balance
        of the
        original mortgage loan at the time of refinancing by an amount greater than
        the
        amount of the closing costs associated with the refinancing.

      The
        original value of a mortgage loan is the original value of the
        mortgaged property underlying the mortgage loan plus the value of any other
        property securing the mortgage loan.

      Originator:
        The affiliate or affiliates of CMSI, or the third-party originators, from
        which
        CMSI is acquiring the mortgage loans.

      outstanding:
        (1) For certificates as of any date, all certificates previously
        authenticated and delivered under this agreement except:

      (i)
        certificates that have been canceled by the Certificate Registrar or delivered
        to the Certificate Registrar for cancellation;

      (ii)
        certificates for which money for a distribution in the necessary amount to
        reduce the principal balance to zero has been deposited with the Paying Agent
        in
        trust for the holders of such certificates; provided, however, that if a
        distribution in reduction of the principal balance of such certificates to
        zero
        will be made, notice of the distribution has been duly given pursuant to
        this
        agreement or provision therefor, satisfactory to the Trustee, has been
        made;

      (iii)
        certificates in exchange for or in lieu of which other certificates have
        been
        authenticated and delivered pursuant to this agreement unless proof satisfactory
        to the Certificate Registrar is presented that any such certificates are
        held by
        a protected purchaser under Article 8 of the Uniform Commercial Code in effect
        in the applicable jurisdiction; and

      (iv)
        certificates alleged to have been destroyed, lost or stolen for which
        replacement certificates have been issued as provided for in section 5.3
        and
        authenticated and delivered pursuant to this agreement;

      provided,
        however, that in determining whether the holders of the requisite percentage
        of
        the aggregate principal balance or percentage interest of any outstanding
        certificates or of the outstanding certificates of any one or more classes
        have
        given any request, demand, authorization, direction, notice, consent or waiver,
        such percentage will be based on the principal balance of such certificate
        and
        provided, further, certificates owned by CMSI or any other obligor upon the
        certificates or any affiliate of CMSI or such other obligor will be disregarded
        and deemed not to be outstanding, except that, in determining whether the
        Trustee will be protected in relying upon any such request, demand,
        authorization, direction, notice, consent, or waiver, only certificates which
        the Trustee knows to be so owned will be so disregarded and except that where
        CMSI or any other obligor upon the certificates or any affiliate of CMSI
        or such
        other obligor will be owner of 100% of the aggregate principal balance or
        percentage interest of any outstanding certificates, CMSI or such other obligor
        or affiliate will be permitted to give any request, demand, authorization,
        direction, notice, consent or waiver hereunder. Certificates so owned that
        have
        been pledged in good faith may be regarded as outstanding if the pledgee
        establishes to the satisfaction of the Trustee the pledgee’s right so to act
        with respect to such certificates and that the pledgee is not CMSI or any
        other
        obligor upon the certificates or any affiliate of CMSI or such other
        obligor.


      
        
          
          

        

        
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      (2)
        for a
        class for any day, a class with a non-zero principal balance or non-zero
        notional balance on that day, and

      (3)
        for a
        mortgage loan, for the first day of a month, a mortgage loan that, prior
        to such
        first day, was not the subject of a principal prepayment in full, did not
        become
        a liquidated loan, and was not purchased pursuant to section 2.2 or
        2.3.

      Participant:
        A participating organization in the Clearing Agency.

      pass-through
        rate: For a mortgage loan for any date or period, the applicable mortgage
        note rate, minus

      
        	
                ·

              	
                for
                  an affiliated mortgage loan, the affiliated servicing fee rate,
                  and

              


      

      
        	
                ·

              	
                for
                  a third-party mortgage loan, the sum of the third-party servicing
                  fee rate
                  and the master servicing fee rate.

              


      

      Any
        regular monthly remittance of interest at the pass-through rate for a mortgage
        loan is based upon annual interest at that rate on the scheduled principal
        balance as of the first day of the month of the mortgage loan divided by
        twelve.
        Interest at the pass-through rate will be computed on the basis of a 360-day
        year, each month being assumed to have 30 days. The monthly
        pass-through rate will be one-twelfth of the pass-through rate.

      (Any
        partial remittance of interest at such rate by reason of a full principal
        prepayment is based upon annual interest at that rate on the prepaid principal
        balance of the related mortgage loan, multiplied by a fraction the numerator
        of
        which is the actual number of days elapsed in the month of the prepayment
        to the
        date of the prepayment, and the denominator of which is 360. For affiliated
        mortgage loans, and some or all of the third-party mortgage loans, the mortgagor
        is not required to pay interest on a partial principal prepayment that is
        received during a month. The amounts required to be paid pursuant to section
        3.4
        are in addition to any interest payments made by mortgagors and passed through
        on full and partial prepayments.)

      percentage
        interest: For a class of residual certificates, if the residual certificate
        has a principal balance as specified in the Series Terms, the ratio of the
        initial principal balance of the residual certificate to the aggregate initial
        principal balance of the entire class, expressed as a percentage; if the
        residual certificate does not have a principal balance, the portion represented
        by such residual certificate (expressed as a percentage) of the total ownership
        interest in the applicable constituent REMIC represented by all residual
        certificates of the class. For a certificate of an IO class, the ratio of
        the
        notional balance of the certificate to the aggregate notional balance of
        the
        entire class.

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

      PO
        class: A class that has a principal balance and receives principal
        distributions, but does not have a certificate rate and does not receive
        interest distributions.

      PO
        loan: A mortgage loan that has a principal balance, but on which no
        interest is paid by the mortgagor.

      PO
        strip: The ratio-stripped PO loans for all the discount loans.

      pool:
        A pool of mortgage loans.

      pool
        distribution amount: For a distribution day and a mortgage loan pool, the
        funds eligible for distribution to the related classes on that distribution
        day,
        being all amounts deposited into the certificate account relating to that
        pool,
        but excluding the following:


      
        
          
          

        

        
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      (a)        uncommitted
        cash that will not be used on the distribution day for an uncommitted cash
        advance;

      (b)        all
        permitted withdrawals from the certificate account pursuant to section 3.8;
        and

      (c)        all
        income from Eligible Investments that are held in an investment
        account.

      predatory
        lending law: The Georgia Fair Lending Act, the Maine Consumer Credit Code –
Truth-in-Lending, the New Jersey Home Ownership Security Act of 2002,
        the New
        Mexico Home Loan Protection Act, the New York Predatory Lending Act, or any
        similar state, local or federal law that regulates high-cost mortgage
        loans.

      Predecessor
        Certificates: For a particular certificate of a class, every previous
        certificate of that class evidencing all or a portion of the same principal
        balance, notional balance or percentage interest as that evidenced by the
        particular certificate; for the purpose of this definition, any certificate
        authenticated and delivered under section 5.3 in lieu of a lost, destroyed
        or
        stolen certificate will be deemed to evidence the same principal balance,
        notional balance or percentage interest, as the case may be, as the lost,
        destroyed or stolen certificate.

      premium
        loan: A mortgage loan having a pass-through rate equal to or greater than
        the target rate.

      prepayment
        interest shortfall: For a mortgage loan that was the subject of a principal
        prepayment applied during the preceding month, an amount equal to (1) one
        month of interest on the principal prepayment at the pass-through rate, less
        (2) the amount of any interest (adjusted to the pass-through rate) on the
        principal prepayment received from the mortgagor.

      primary
        mortgage insurance certificate: The certificate of primary mortgage
        insurance relating to a particular mortgage loan to the extent initially
        set
        forth in the mortgage loan schedule.

      principal
        prepayment: For a mortgage loan, a payment of principal on the mortgage
        loan that is received in advance of the date it is scheduled to be paid and
        that
        is not accompanied by an amount representing scheduled interest for any month
        subsequent to the month of prepayment, but excluding any proceeds of or advances
        on a liquidated loan.

      private
        certificates: The residual certificates and certificates of classes B-4
        through B-6 and, unless otherwise stated in the Series Terms, any ratio-stripped
        IO classes.

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

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

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

      (a)        be
        an obligation of an insurance company, trust company, commercial bank (which
        may
        be Citibank, N.A. or a Citibank banking affiliate) or other entity whose
        credit
        standing is confirmed in writing as acceptable by each rating
        agency;

      (b)        provide
        that the Trustee or the Paying Agent may exercise all of the rights of CMSI
        under such contract or surety bond


      
        
          
          

        

        
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      without
        the necessity of the taking of any action by CMSI;

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

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

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

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

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

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

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

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

      ratio-stripped
        IO class: An IO class with an initial notional balance equal to the initial
        notional balance of one or more IO strips, and that receives interest
        distributions solely from distribution on those strips.


      
        
          
          

        

        
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      ratio-stripped
        IO loan: For any premium loan with a pass-through rate greater than the
        target rate, a single hypothetical IO loan that, combined with a single
        hypothetical target-rate loan, has the same interest and principal payments
        as
        the premium loan.

      Example:
        For a premium loan with a $100,000 principal balance and a pass-through rate
        1%
        per annum greater than the target rate, the (hypothetical) ratio-stripped
        IO
        loan will have a notional balance of $100,000 and a pass-through rate of
        1% per
        annum, and the (hypothetical) target-rate loan will have a principal balance
        of
        $100,000 and a pass-through rate equal to the target rate.

      ratio-stripped
        PO class: A PO class whose initial principal balance equals the initial
        principal balance of one or more PO strips (rounded down to the nearest whole
        dollar), and that receives principal distributions solely from distribution
        on
        those strips, or from reimbursements from subordinated classes.

      ratio-stripped
        PO loan: For any discount loan, a single hypothetical PO loan that,
        combined with a single hypothetical target-rate loan, has the same interest
        and
        principal payments as the original discount loan.

      Example:
        For a discount loan with a $100,000 principal balance and a pass-through
        rate 1%
        per annum less than the target rate of 5% per annum, the (hypothetical)
        ratio-stripped PO loan will have a principal balance of $20,000 and a
        pass-through rate of 0%, and the (hypothetical) target-rate loan will have
        a
        principal balance of $80,000 and a pass-through rate equal to the target
        rate.

      realized
        losses: For a distribution day, liquidated loan losses (including special
        hazard losses and fraud losses) and bankruptcy losses incurred in the preceding
        month. For a realized loss consisting of a liquidated loan loss, the
interest and principal portions of the realized loss will
        equal the interest and principal portions of the liquidated loan
        loss.

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

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

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

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

      REO
        loan: A mortgage loan that is not a liquidated loan and as to which the
        related mortgaged property is held as part of the Trust Fund.

      REO
        proceeds: Proceeds, net of any related expenses, received in respect of any
        REO loan (including, without limitation, proceeds from the rental of the
        related
        mortgaged property).

      REO
        property: A mortgaged property acquired by the Trust Fund through
        foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
        mortgage loan or otherwise treated as having been acquired pursuant to the
        REMIC
        Provisions.

      Required
        Amount of Certificates: (i) 2/3 or more of the aggregate voting interest of
        the outstanding certificates, if affected by the occurrence of an Event of
        Default and (ii) 2/3 or more of the aggregate outstanding percentage
        interest of the residual certificates, if affected by such an Event of
        Default.

      Responsible
        Officer of the Trustee means an officer who is employed in the
        Corporate


      
        
          
          

        

        
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      Trust
        Department or a similar group for the Trustee with direct responsibility
        for the
        administration of this agreement.

      S&P:
        Standard and Poor’s Ratings Services, a division of The McGraw- Hill Companies,
        Inc.

      scheduled
        monthly loan payment: For a mortgage loan (including a REO loan) and a
        distribution day, the payment of principal and interest due on the first
        day of
        the month in which the distribution day occurs in accordance with the
        amortization schedule applicable to the mortgage loan at that time (after
        adjustment for any partial principal prepayments or deficient valuations
        occurring prior to such first day of the month but before any adjustment
        to such
        amortization schedule other than deficient valuations by reason of any
        bankruptcy, or similar proceeding or any moratorium or similar waiver or
        grace
        period).

      scheduled
        principal balance: For one or more mortgage loans on a date, the initial
        principal balance of the loans, less the sum of (a) the aggregate of
        the principal portion of all scheduled monthly loan payments required to
        be made
        on the loans on or before the first day of the month in which the date falls
        (whether or not received), provided that after the bankruptcy coverage
        termination date, the scheduled principal balance will not be reduced by
        the
        principal portion of any debt service reductions, and (b) any principal
        prepayments on the loans received or posted before the close of business
        on the
        last business day of the preceding month.

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

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

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

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

      Securities
        Act:
        The Securities Act of 1933.

      senior
        to: A target-rate class is senior to another target-rate class if it is
        ranked above it in order of seniority.

      Servicing
        Officer: Any officer of CitiMortgage, a delegated servicer or a third-party
        servicer involved in, or responsible for, the administration and servicing
        of
        the Trust Fund whose name appears on a list of servicing officers attached
        to an
        officer’s certificate furnished to the Trustee by CitiMortgage, as such list may
        from time to time be amended.

      single
        certificate: A single certificate evidences (a) for a residual certificate,
        1% percentage interest, (b) for a certificate of an IO class, $1,000 initial
        notional balance, and (c) for a certificate of any other class, $1,000 initial
        principal balance.

      single-pool
        series. A series in which the mortgage loans are not divided into two or
        more pools for purposes of allocations and distributions. Each series is
        either
        a single-pool series or a multiple-pool series.

      special
        hazard loss: (i) A liquidated loan loss suffered by a mortgaged property on
        account of direct physical loss, exclusive of (a) any loss covered by a hazard
        policy or a flood insurance policy maintained for the mortgaged property
        pursuant to section 3.11, and (b) any loss caused by or resulting
        from:

      (1)        normal
        wear and tear;

      (2)        infidelity,
        conversion or other dishonest act on the part of the Trustee,


      
        
          
          

        

        
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      CitiMortgage
        or any of their agents, employees or delegees; or

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

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

      special
        hazard loss limit: If an initial special hazard loss limit is stated in the
        Series Terms, for a distribution day, the initial special hazard loss limit
        minus the sum of (i) the aggregate amount of special hazard losses and (ii)
        the Adjustment Amount (as defined below) as most recently calculated. For
        each
        anniversary of the cut-off date, the Adjustment Amount will be the excess
        of the
        amount calculated in accordance with the preceding sentence (without giving
        effect to the deduction of the Adjustment Amount for such anniversary) over
        the
        greater of (A) the product of the special hazard percentage for such
        anniversary multiplied by the aggregate scheduled principal balance of all
        the
        mortgage loans on the distribution day immediately preceding such anniversary
        and (B) twice the scheduled principal balance of the mortgage loan in the
        Trust Fund which has the largest scheduled principal balance on the distribution
        day immediately preceding such anniversary.

      special
        hazard percentage: As of each anniversary of the cut-off date, the greater
        of (i) 1% and (ii) the largest percentage obtained by dividing the
        aggregate scheduled principal balances (as of the immediately preceding
        distribution day) of the mortgage loans secured by mortgaged properties located
        in a single, five-digit ZIP code area in the State of California by the
        aggregate scheduled principal balance of all the mortgage loans as of such
        anniversary.

      subordinated
        losses: Realized losses other than non-subordinated losses.

      subordinate
        to: A target-rate class is subordinate to another target-rate class if
        it
        is ranked below it in order of seniority.

      subordination
        depletion date: The first distribution day for which the principal balance
        of the subordinated classes on the preceding day is zero.

      target-rate
        class percentage: For one or more target-rate classes, the ratio of the
        classes’ principal balance to the principal balance of all target-rate classes,
        expressed as a percentage.

      target-rate
        loan: For any mortgage loan, a single hypothetical mortgage loan that has
        a
        pass-through rate equal to the target rate, and

      (i)
        if
        the mortgage loan has a pass-through rate equal to or greater than the target
        rate, has the same principal balance as the mortgage loan, and

      (ii)
        if
        the mortgage loan is a discount loan, has a principal balance equal to the
        product of (A) the principal balance of the mortgage loan and (B) the
        ratio of the pass-through rate for the mortgage loan to the
        target-rate.

      target-rate
        strip: The mortgage loan pool formed of the target-rate loans for all the
        mortgage loans.

      third-party
        servicing fee: For any month, a fee for each third-party mortgage loan
        equal to the lesser of (a) the scheduled principal balance of the mortgage
        loan as of the close of business on the first day of the month, multiplied
        by
        the relevant monthly third-party servicing fee rate, and (b) the excess of
        the interest payment received on the mortgage loan for the month
        (including


      
        
          
          

        

        
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      interest
        payments included in liquidation or insurance proceeds) over the amount of
        the
        interest payment to be deposited in the certificate account.

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

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

      Trust
        Fund: The corpus of the trust created by this agreement, consisting of the
        mortgage loans, the certificate account, any pooling, lower-tier, or upper-tier
        REMIC account, REO property and the primary mortgage insurance certificates,
        any
        other insurance policies for the mortgage loans, any retail reserve fund
        and the
        rights of the Trustee under any reserve fund and any certificate insurance
        policy.

      uncommitted
        cash: For a distribution day, any cash in the certificate account
        representing principal prepayments posted or liquidation proceeds deposited
        on
        or after the first day of the month immediately preceding such distribution
        day
        and all related payments of interest and all payments which represent early
        receipt of scheduled payments of principal and interest due on a date or
        dates
        subsequent to such first day of the month.

      unscheduled
        principal payments: For one or more mortgage loans for a distribution day,
        the sum of

      ·      all
        principal prepayments on the mortgage loans received by CitiMortgage or a
        third-party servicer during the month preceding the distribution day, up
        to the
        scheduled principal balance, in each case, of the mortgage loan,

      ·      the
        greater of (1) aggregate net liquidation proceeds from any of the mortgage
        loans that became a Liquidated Loan during the month preceding such distribution
        day, minus (a) the portion of such proceeds representing interest,
        and (b) any unreimbursed advances of principal made by the CitiMortgage, a
        third-party servicer, or the Paying Agent on such mortgage loans, and
        (2) the aggregate scheduled principal balances of such mortgage loans for
        the distribution day, and

      ·      the
        scheduled principal balance of any of the mortgage loans that was repurchased
        by
        CMSI during such month pursuant to section 2.3, “Repurchase or substitution of
        mortgage loans” below.

      U.S.
        person: A citizen or resident of the United States of America, a
        corporation or partnership (unless, in the case of a partnership, Treasury
        regulations are adopted that provide otherwise) created or organized in or
        under
        the laws of the United States of America, any state thereof or the District
        of
        Columbia, including an entity treated as a corporation or partnership for
        federal income tax purposes, an estate whose income is subject to U.S. federal
        income tax regardless of its source, or a trust if a court within the 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).


      
        
          
          

        

        
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      1.2
        Usages

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

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

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

      ·      An
        action permitted under this agreement may be taken at any time and from time
        to
        time. Except as otherwise indicated, a permitted action may be taken in the
        actor’s sole discretion. References to a person’s taking action include the
        person’s refraining from action. Thus, a statement that a person “may take any
        action that ... “ means that a person may take or refrain from taking any action
        that ....

      ·      All
        indications of time of day mean New York City time.

      ·      “Including”
        means “including, but not limited to.” “A or B” means “A or B or
        both.”

      ·      References
        to an agreement (including this agreement) will refer to the agreement as
        amended at the relevant time.

      ·      References
        to numbered sections or paragraphs in this agreement will refer to sections
        or
        paragraphs of this agreement, and such section references will include all
        included sections. For example, a reference to section 6 will be to section
        6 of
        this agreement, and also to sections 4.1, 4.2, etc.

      ·      References
        to an exhibit in this agreement will refer to all included numbered subdivisions
        of the exhibit. For example, references to exhibit A will also refer to
        subdivisions A-1, A-2, etc.

      ·      References
        to a statute include all regulations promulgated under or implementing the
        statute, as in effect at the relevant time. References to a specific provision
        of a statute includes successor provisions.

      ·      References
        to any governmental or quasi-governmental agency or authority will include
        any
        successor agency or authority.

      ·      Where
        a decimal appears that has been shortened, it will be rounded according to
        the
        usual rules; that is, if the decimal is only shown to x places, the last
        number
        (in the xth place) will be raised by one if the following number (in the
        x+1st
        place) is 5, 6, 7, 8 or 9.

       

      1.3
        Calculations respecting mortgage loans

      (a)           In
        connection with all calculations required to be made pursuant to this agreement
        for remittances on any mortgage loan, any payments on the mortgage loans
        or any
        payments on any other assets included in a Trust Fund, the rules set forth
        in
        this section 1.2 will be applied.

      (b)        Calculations
        for remittances on mortgage loans will be made on a
        mortgage-loan-by-mortgage-loan basis, based upon current information as to
        the
        terms of such mortgage loans and reports of payments received on such mortgage
        loans supplied to CitiMortgage by the person responsible for the servicing
        thereof and satisfying such requirement, if any, as may be set forth in section
        3.

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

       

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

       

      2.1
        Transfer of mortgage loans

      (a) CMSI,
        as of the closing date, hereby transfers and assigns to the Trustee,
        without


      
        
          
          

        

        
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      recourse,
        all of CMSI’s right, title and interest in and to

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

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

      Such
        transfer and assignment is absolute, is made in exchange for the certificates
        described in this section 12, and is intended by the parties to be a sale.
        Nonetheless, to the extent such transfer is held not to be a sale under
        applicable law, it is intended that this agreement will be a security agreement
        under applicable law, and CMSI will be deemed to have granted to the Trustee,
        for the benefit of the certificate holders and any Insurer, a security interest
        in the Trust Fund, including the mortgage loans, mortgage notes and related
        documents. CMSI will, at its own expense, take any action reasonably requested
        by the Trustee to confirm, perfect, and protect the priority of, the security
        interest granted hereby, including the filing of Uniform Commercial Code
        financing statements in the appropriate jurisdictions.

      CMSI
        will
        not transfer any other property to the Trust Fund except as expressly permitted
        by this agreement.

      The
        Trustee acknowledges receipt of the documents and other property referred
        to in
        section 2.1, and declares that the Trustee will hold such documents and other
        property, including property yet to be received in the Trust Fund, in trust,
        upon the trusts herein set forth, for the benefit of all present and future
        certificate holders and any Insurer.

      (b) The
        Trustee and CitiMortgage have entered into a Mortgage Note Custodial
        Agreement substantially in the form of exhibit C with the Mortgage Note
        Custodian named in section 12.1.

      The
        Mortgage Note Custodian may be the Trustee, any affiliate of the Trustee,
        an
        affiliate of CMSI, or an independent entity, except that if the rating
        of the Mortgage Note Custodian’s long-term senior debt is

      
        	
                ·

              	
                rated
                  below BBB, or is not rated, by Fitch if Fitch is a rating
                  agency,

              


      

      
        	
                ·

              	
                rated
                  below A2, or is not rated, by Moody’s if Moody’s is a rating agency,
                  or

              


      

      
        	
                ·

              	
                rated
                  below A+, or is not rated, by S&P if S&P is a rating
                  agency,

              


      

      then
        the
        Trustee shall, reasonably promptly after being notified by CitiMortgage,
        CMSI or
        a rating agency that the Mortgage Note Custodian no longer has the required
        ratings, remove the Mortgage Note Custodian and appoint a successor Mortgage
        Note Custodian, as described in the following paragraph.

      The
        Trustee may at any time remove the initial or any successor Mortgage Note
        Custodian, and enter into a Mortgage Note Custodial Agreement substantially
        in
        the form of exhibit C with a successor Mortgage Note Custodian. The Mortgage
        Note Custodial Agreement may provide that the successor Mortgage Note Custodian
        will conduct the review of each mortgage note required under section 2.1(f),
        except that if the successor Mortgage Note Custodian is CMSI or an
        affiliate of CMSI, the Trustee may conduct the review.

      (c) For
        each mortgage loan (other than a mortgage loan secured by shares in a
        cooperative housing corporation), CMSI will on or before the closing date
        deliver

      ·      to
        the Mortgage Note Custodian the mortgage note, endorsed by manual or facsimile
        signature without recourse by the Originator or an affiliate of the Originator
        in


      
        
          
          

        

        
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      blank
        or
        to the Trustee showing a complete chain of endorsements from the named payee
        to
        the Trustee or from the named payee to the affiliate of the Originator and
        from
        such affiliate to the Trustee, except that endorsement is not required where
        Mortgage Electronic Registration Systems, Inc. (MERS) is the named
        payee or the nominee of the named payee, and

      ·      to
        CitiMortgage the following documents or instruments (except to the extent
        CMSI
        is complying with section 2.1(h)):

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

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

      (iii) An
        assignment from the Originator or an affiliate of the Originator to the Trustee
        in recordable form of the mortgage which may be included, where permitted
        by
        local law, in a blanket assignment or assignments of the mortgage to the
        Trustee, including any intervening assignments and showing a complete chain
        of
        title from the original mortgagee named under the mortgage to the Originator
        or
        such affiliate and to the Trustee, except that (x) a blanket
        assignment need not be in recordable form but will be delivered with a limited
        power of attorney authorizing the Custodian, on behalf of the Trustee, to
        act
        for the Originator or such affiliate in preparing, executing, delivering
        and
        recording in the Trustee’s name any instruments for recording assignments of the
        related mortgages to the Trustee, (y) if the mortgage is registered with
        MERS, only assignments from the origination of the mortgage to its assignment
        to
        MERS will be required, and (z) if the mortgage was originated with MERS as
        the original mortgagee (a “MOM loan”), no interim assignment will be
        required.

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

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

      (d) For
        each mortgage loan secured by shares in a cooperative housing corporation
        (except to the extent CMSI is complying with section 2.1(h)), CMSI will on
        or
        before the closing date deliver

      ·      to
        the Mortgage Note Custodian the mortgage note, endorsed by manual or facsimile
        signature without recourse by the Originator or an affiliate of the Originator
        in blank or to the Trustee showing a complete chain of endorsements and
        assignments from the named payee to the Trustee or from the named payee to
        the
        affiliate of the Originator and from such affiliate to the Trustee,
        and

      ·      to
        CitiMortgage the following documents or instruments (except to the extent
        CMSI
        is complying with section 2.1(h)):

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

      (ii) The
        original stocks, shares, membership certificate or other contractual agreement
        evidencing ownership.


      
        
          
          

        

        
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      (iii) The
        original stock power executed in blank.

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

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

      (vi) The
        original executed recognition agreement and any executed assignments of
        recognition agreement showing a complete chain of assignment from the named
        secured party to the Trustee.

      (vii) (Except
        for mortgage loans secured by mortgaged properties in the State of New Jersey,
        or originated prior to October 1988 and secured by mortgaged properties in
        the
        State of New York) the executed UCC-1 financing statement with evidence of
        recording thereon and executed original UCC-3 financing statements or other
        appropriate UCC financing statements required by state law, evidencing a
        complete and unbroken chain from the mortgagee to the Trustee with evidence
        of
        recording thereon (or in a form suitable for recordation).

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

      (e)
        The
        Mortgage Note Custodian will hold the mortgage notes, and CitiMortgage will
        hold
        the other mortgage documents, in trust for the Trustee and the benefit of
        the
        Trustee, any Insurer and all present and future certificate
        holders.

      For
        purposes of this section 2.1, a document (other than a promissory note or
        document described in the following sentence) will be deemed “delivered” to a
        person if the person has received, or been granted unrestricted access to,
        an
        image of the document that is inscribed in a tangible medium or is stored
        in an
        electronic or other medium and is retrievable in perceivable form. A letter
        of
        credit, investment security or similar instrument that in the ordinary course
        of
        business is transferred by delivery with any necessary endorsement or assignment
        may only be delivered in electronic form if

      ·      the
        document is a security certificate, and applicable state law provides that
        a
        security interest may only be perfected by filing of a financing statement,
        or

      ·      all
        applicable steps have been taken in accordance with CitiMortgage’s underwriting
        policies to confirm in the Trustee a first priority perfected security interest
        in the document or the rights represented by the document.

      (f)
        Pursuant to the Mortgage Note Custodial Agreement, the Mortgage Note Custodian
        will review each mortgage note within 90 days after the closing date to
        ascertain that it has been executed and received, and that such note relates
        to
        the mortgage loans identified in exhibit B.

      (g) On
        or before the closing date, CMSI will deposit in the certificate
        account

      ·      all
        payments on the mortgage loans that CMSI receives after the cut-off date
        and
        before the closing date, to the extent such payments are being transferred
        and
        assigned to the Trustee under this agreement, except any portion of such
        payments on mortgage loans (including servicing fees) of a type not required
        to
        be deposited therein as specified in section 11 or the Series Terms,
        and

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

      (h) If
        CMSI is required under this section 2.1 to deliver an original recorded mortgage
        or a completed assignment in recordable form to CitiMortgage by the closing
        date,


      
        
          
          

        

        
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      but
        cannot do so because of a delay in recording the mortgage, CMSI may
        instead

      ·      deliver
        a copy of the mortgage, provided that CMSI certifies that the original mortgage
        has been delivered to a title insurance company for recordation after receipt
        of
        its policy of title insurance or binder therefor (which may be a certificate
        relating to a master policy of title insurance), and

      ·      an
        assignment to the Trustee completed except for recording
        information.

      In
        all
        such instances, CMSI will deliver the original recorded mortgage and completed
        assignment (if applicable) to CitiMortgage promptly upon receipt of such
        mortgage.

      If
        an
        original recorded mortgage has been lost or misplaced, CMSI or the related
        title
        insurance company may deliver, in lieu of the mortgage, a copy of the mortgage
        bearing recordation information and certified as true and correct by the
        office
        in which the original mortgage was recorded.

      If
        CMSI
        cannot deliver the original or a copy of a title insurance policy (which
        may be
        a certificate relating to a master policy of title insurance) for a mortgaged
        property to CitiMortgage by the closing date because the policy is not yet
        available, CMSI may instead deliver a binder for the policy, and deliver
        the
        original or a copy of the policy to the Trustee when available.

      If
        CMSI
        cannot deliver an original assumption, modification, buydown or
        conversion-to-fixed-interest-rate agreement to CitiMortgage by the closing
        date,
        CMSI may instead deliver a certified copy thereof. CMSI will deliver the
        original assumption, modification, buydown or conversion-to-fixed-interest-rate
        agreement to the Trustee promptly upon receipt thereof.

      CMSI
        will, at its own expense, prepare and deliver to CitiMortgage each assignment
        referred to in this section 2.1(h) as soon as practicable but not later than
        60
        days after the date of initial issuance of the certificates. For each mortgage
        relating to a mortgaged property located in a state for which the rating
        agencies require recordation of such assignments (as will be specified in
        the
        Series Terms or a CMSI officer’s certificate), CMSI intends to record the
        assignment in the appropriate public office for real property records (or
        supply
        CitiMortgage with evidence of recordation) as soon as practicable after the
        initial issuance of the certificates. Except as provided in this section,
        neither CMSI nor any Originator or affiliate of any Originator will have
        any
        obligation to record any assignment of any mortgage in order to name the
        Trustee
        as mortgagee of record. The preceding sentence will not be in derogation
        of the
        obligation of CMSI, the Originators and affiliates of the Originators to
        record
        (and supply CitiMortgage with evidence thereof) assignments of mortgages
        required in order that CMSI, an Originator or an affiliate of an Originator
        be
        shown as mortgagee of record of each mortgage.

      CMSI
        will, at its own expense, file any UCC-3 financing statements not previously
        filed, and will supply CitiMortgage with evidence of the filing. CMSI intends
        to
        file in the appropriate public office as soon as practicable after the initial
        issuance of the certificates.

      For
        mortgage loans that have been prepaid in full after the cut-off date and
        prior
        to the closing date, CMSI, in lieu of delivering documents to the Mortgage
        Note
        Custodian and CitiMortgage, will on the closing date deliver a certification
        of
        a Servicing Officer as set forth in section 3.13.

      (i)
        Concurrently with the transfer and assignment to the Trustee of the mortgage
        loans, the Trustee or the Authenticating Agent will, in accordance with a
        written order or request signed in CMSI’s name by


      
        
          
          

        

        
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      an
        Authorized Officer, authenticate and deliver to or upon CMSI’s order, duly
        authenticated certificates in authorized denominations evidencing the entire
        ownership of the Trust Fund. The Trustee acknowledges that to the extent
        it
        holds any class P or class L regular interests, it holds such regular interests
        as assets of the lower-tier or upper-tier REMIC, as described in the Series
        Terms.

       

      2.2
        CMSI’s representations and warranties 

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

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

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

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

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

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

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

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

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

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

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

      (vii)                  As
        of the closing date, there is no valid offset, defense or counterclaim to
        any
        mortgage note or mortgage, including the obligation of the mortgagor to pay
        the
        unpaid principal and interest on the mortgage note;


      
        
          
          

        

        
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      (viii)                  As
        of the closing date, each mortgaged property is free of material damage and
        is
        in good repair;

      (ix)                  Each
        mortgage at the time it was originated complied in all material respects
        with
        applicable state, local and federal laws, including, without limitation,
        all
        applicable usury, equal credit opportunity, recording, disclosure and predatory
        lending laws. No mortgage loan is

      
        	
                ·

              	
                a
                  high cost loan under the predatory lending law of any jurisdiction
                  in
                  which a mortgaged property is
                  located,

              


      

      
        	
                ·

              	
                a
                  “High Cost Loan” or “Covered Loan,” as such terms are defined in the
                  current version of Standard & Poor’s LEVELS® Glossary, (Version 6.0
                  Revised, Appendix E),

              


      

      
        	
                ·

              	
                a
                  “High-Cost Home Loan,” as defined in either the Indiana High Cost Home
                  Loan Law, effective January 1, 2005, the New Jersey Home Ownership
                  Security Act of 2002, effective November 27, 2003, or the New Mexico
                  Home
                  Loan Protection Act, effective January 1, 2004,
                  or

              


      

      
        	
                ·

              	
                a
                  “high cost home mortgage loan,” as defined in the Massachusetts Predatory
                  Home Loan Practices Act, effective November 9,
                  2004,

              


      

      and
        no
        mortgage loan originated on or after October 1, 2002 through March 6, 2003
        is
        governed by the Georgia Fair Lending Act;

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

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

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

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

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

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

      (xvi) For
        each mortgaged property
        at the time the mortgage loan was originated, no improvement located on or
        part
        of the mortgaged property violated any applicable zoning or subdivision laws
        or
        ordinances.

      (xvii) For
        each mortgaged property, the terms of the mortgage note and the mortgage
        loan
        have not been impaired, altered or modified in any material respect, except
        by a
        written instrument which has been recorded or is in the process of being
        recorded.


      
        
          
          

        

        
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      (xviii) For
        each mortgaged property, no default or waiver exists under the mortgage
        documents, and no modifications to the mortgage documents have been made,
        that
        have not been disclosed.

      (xix) If
        a mortgaged property is in a Federal Emergency Management Agency designated
        flood area, a flood insurance policy is in effect covering the mortgaged
        property.

      (xx) For
        each mortgaged property as of the closing date, a hazard insurance policy
        is in
        place.

      The
        representations and warranties in this section 2.2 will survive delivery
        of the
        mortgage files to the Trustee.

       

      2.3
        Repurchase or substitution of mortgage loans 

      (a)
        Each
        of CMSI, CitiMortgage and the Trustee will promptly notify the other parties
        if
        it discovers a breach of any of the representations and warranties in section
        2.2 that materially and adversely affects the interests of the certificate
        holders or any Insurer in a mortgage loan (including a mortgage loan substituted
        for a nonconforming mortgage loan pursuant to section 2.4) (a material
        breach).

      (b)
        If
        CMSI is notified of a material breach, CMSI will have 60 days after the notice
        (or a longer period approved in advance in writing by a Responsible Officer
        of
        the Trustee) to cure the breach in all material respects, or to repurchase
        the
        mortgage loan or substitute eligible substitute mortgage loans, as provided
        in
        this section 2.3.

      Except
        as
        expressly provided in this agreement, neither the Mortgage Note Custodian
        nor
        CitiMortgage is required to inspect or review any document in a mortgage
        file.
        However, if the Mortgage Note Custodian finds that a mortgage note is missing
        or
        materially defective, the Mortgage Note Custodian will promptly notify
        CitiMortgage and CMSI by e-mail. CMSI will then have 180 days after the notice
        to cure the breach in all material respects, or to repurchase the mortgage
        loan
        or substitute eligible substitute mortgage loans, as provided in this section
        2.3, except that CMSI will only have 90 days after the notice to cure, cure,
        repurchase, or substitute if the defect causes the mortgage loan to fail
        to be a
“qualified mortgage” under Internal Revenue Code section
        860G(a)(3).

      (c)
        Any
        repurchase by CMSI of a mortgage loan will be at a price equal to

      (i) 100%
        of the scheduled principal balance of the mortgage loan on the date of
        repurchase, plus

      (ii) accrued
        and unpaid interest thereon at the pass-through rate to the first day of
        the
        following month, plus

      (iii) any
        costs and damages incurred by the Trust Fund in connection with any violation
        by
        such mortgage loan of any predatory lending law, plus

      (iv) aggregate
        outstanding advances for the mortgage loan, to the extent not recovered in
        (ii)
        above.

      (d)
        CMSI
        will pay the repurchase price to CitiMortgage, which will promptly deposit
        the
        repurchase price in the certificate account. A repurchase of a mortgage loan
        under this section 2.3 will be considered a prepayment in full of the mortgage
        loan on the date of repurchase. Upon the Trustee’s receipt of written notice of
        the deposit signed by an Authorized Officer of CitiMortgage, the Trustee
        will
        direct the Mortgage Note Custodian and CitiMortgage to release the related
        mortgage file to CMSI and will execute and deliver such instruments of transfer
        or assignment furnished to the Trustee, in each case without recourse, as
        CMSI
        reasonably requests, to vest the mortgage loan in CMSI.


      
        
          
          

        

        
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      Repurchase
        of the mortgage loan by CMSI will be deemed to include the right to receive
        any
        remittance on the mortgage loan payable or received on or after the date
        of
        repurchase, and CitiMortgage will, upon receipt, promptly pay CMSI the amount
        of
        any such remittance.

      (e)
        CMSI
        may, instead of repurchasing a mortgage loan pursuant to this section 2.3,
        substitute one or more eligible substitute mortgage loans (as defined below)
        for
        one or more nonconforming mortgage loans. Such a substitution will take place
        on
        a business day designated by CMSI (the substitution day) occurring
        before the second anniversary of the startup day, subject to satisfaction
        of the
        conditions in section 2.1 and the following conditions:

      (i)        no
        Event of Default is continuing; and

      (ii)        the
        aggregate scheduled principal balance of all eligible substitute mortgage
        loans
        substituted on the substitution day (determined for each eligible substitute
        mortgage loan as of the substitution day) does not exceed 40% of the aggregate
        scheduled principal balance of all mortgage loans as of the closing
        date;

      (f)
        An
eligible substitute mortgage loan: is a mortgage loan

      ·      for
        which all payments of principal and interest due on or before the substitution
        day have been received,

      ·      
        that has a mortgage note rate equal to or greater than the highest mortgage
        note
        rate of any mortgage loan for which it is being substituted,

      ·      that
        matures no later than, and no more than one year before, any mortgage loan
        for
        which it is being substituted,

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

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

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

      (g)
        If,
        on the substitution day, any installment of principal and interest has been
        received in the certificate account where the principal portion has not been
        applied to reduce the scheduled principal balance of the mortgage loan that
        is
        being substituted for, because the installment was received before the first
        day
        of the applicable month, the full amount of such prepaid installment will
        be
        paid on the substitution day to CMSI from the certificate account.

      (h)
        Upon
        a substitution of mortgage loans pursuant to this section 2.3,

      ·      exhibit
        B to this agreement will be deemed to be amended to exclude all mortgage
        loans
        being replaced by such eligible substitute mortgage loans and to include,
        pursuant to section 10.1, the information in the supplemental mortgage loan
        schedule regarding the eligible substitute mortgage loans, and all references
        in
        this agreement to mortgage loans will include such eligible substitute mortgage
        loans,

      ·      CMSI
        will be deemed to represent and warrant, as of the substitution day, that
        the
        representations and warranties in section 2.2 are true of the eligible
        substitute mortgage loans, and


      
        
          
          

        

        
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      ·      the
        Trustee will release to CMSI the nonconforming mortgage loans and execute
        and
        deliver any instruments of transfer or assignment required to transfer, without
        recourse, the nonconforming mortgage loans to CMSI.

      (i)
        CMSI’s obligation under this section 2.3 to repurchase or substitute mortgage
        loans will be the sole remedy against CMSI available to the certificate holders
        or the Trustee on behalf of the certificate holders for a material defect
        in a
        mortgage document or a breach of a representation and warranty in section
        2.2.

       

      3
Servicing
        

       

      3.1
        CitiMortgage as servicer and master servicer

      (a)
        Affiliated mortgage loans. CitiMortgage will service those mortgage
        loans listed in exhibit B, other than any mortgage loans listed on schedule
        B-TP
        (the affiliated mortgage loans).

      (b)
        Third-party mortgage loans. The mortgage loans listed in schedule B-TP
        to exhibit B (third-party mortgage loans) will be serviced by a
third-party servicer pursuant to this agreement, a third-party
        servicing agreement between CitiMortgage and the third-party servicer, and
        the Guide. CitiMortgage will be the master servicer for each
        third-party mortgage loan. Each third-party servicing agreement will be
        consistent with this agreement and, except for special servicing agreements,
        will be effective as of the closing date.

      (c)
        Special servicing. CitiMortgage may enter into a special servicing
        agreement with an unaffiliated person (the class B holder). At any
        time that the class B holder holds 100% of the beneficial interest in the
        most
        subordinated class of certificates, the class B holder may designate a
special servicer to service certain mortgage loans in default and REO
        property (specially serviced mortgage loans). Any special servicing
        agreement will be subject to each rating agency’s acknowledgement that the
        ratings of the certificates in effect immediately prior to CitiMortgage’s
        entering into the special servicing agreement will not be qualified, downgraded
        or withdrawn, and that the certificates will not be placed on credit review
        status (except for possible upgrading) as a result of the
        agreement.

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

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

      CitiMortgage
        will enforce each third-party servicer’s obligations under its third-party
        servicing agreement, including any obligation to make advances for delinquent
        payments or to purchase a mortgage loan on account of defective documentation
        or
        a breach of a representation or warranty. Such enforcement, including the
        legal
        prosecution of claims, termination of third-party servicing agreements, and
        the
        pursuit of other appropriate remedies, will as to form, extent and timing
        be
        conducted as CitiMortgage, in its good faith business judgment, would require
        if
        it were the owner of the mortgage loans. CitiMortgage


      
        
          
          

        

        
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      will
        pay
        the costs of enforcement at its own expense, but will be reimbursed only
        from

      ·      a
        general recovery resulting from the enforcement only to the extent that the
        recovery exceeds all amounts due on the mortgage loans, or

      ·      a
        specific recovery of costs, expenses or attorneys fees against the party
        against
        whom the enforcement is directed.

      (e)
        Servicinggenerally. In connection with its servicing and
        master servicing, CitiMortgage

      ·      may,
        acting alone or through third-party servicers, take any action it deems
        necessary or desirable.

      ·      may
        execute and deliver on behalf of itself, the certificate holders or the Trustee
        any instruments of satisfaction or cancellation, or of partial or full release
        or discharge and all other comparable instruments, for the mortgage loans
        and
        the related mortgaged properties.

      ·      will
        service and master service the mortgage loans in the best interests of, and
        for
        the benefit of, the certificate holders and any Insurer.

      ·      will
        service the affiliated mortgage loans in accordance with its normal servicing
        procedures for mortgage loans held in its own portfolio.

      ·      will
        master service the third-party mortgage loans, in accordance with prudent
        mortgage loan servicing standards and procedures accepted in the mortgage
        banking industry and in accordance with the Guide.

      ·      will
        promptly notify the Trustee of any circumstance that might adversely affect
        CitiMortgage’s ability to service or master service any mortgage loan or to
        otherwise perform its obligations under this agreement.

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

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

       

      3.2
        Collections 

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

      
        	
                ·

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

              


      

      
        	
                ·

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

              


      

      Consistent
        with the foregoing, CitiMortgage may

      ·      waive
        any late payment charge, prepayment charge or penalty interest in connection
        with the prepayment of a mortgage loan or any assumption fees or other fees
        collected in the ordinary course of servicing the mortgage loan,
        and

      ·      arrange
        with a mortgagor a schedule for the payment of principal and interest due
        and
        unpaid after the applicable first day of the month if CitiMortgage reasonably
        believes that without the arrangement the mortgagor would default on the
        mortgage loan. Regardless of whether such an arrangement is made, the mortgage
        loan will be considered delinquent for all purposes of this
        agreement.

      CitiMortgage
        need not institute litigation to collect any payment if it
        reasonably


      
        
          
          

        

        
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      believes
        that the cost of litigation is likely to outweigh its economic
        benefit.

       

      3.3
        Certificate and other accounts 

      (a)
        Certificate account. On or before the closing date, CitiMortgage will
        open with Depositories or the Paying Agent one or more certificate accounts
        (collectively, the certificate account). The certificate account will
        include any alternative certificate account. The certificate account will
        be a
        non-interest bearing account unless the Series Terms state that the certificate
        account is an investment account.

      CitiMortgage
        will not commingle funds and other property in the certificate account with
        any
        other funds or property of CitiMortgage or the Trustee. However, in order
        to
        efficiently transfer funds in the certificate account to a distribution account,
        CitiMortgage may, on the business day preceding the date funds are to be
        transferred from the certificate account to the distribution account, transfer
        those funds to a commingled clearance account, provided, that if Fitch
        has rated the certificates, CitiMortgage may not so commingle funds unless
        CitiMortgage’s short-term rating, or the short-term rating of any person to whom
        CitiMortgage has delegated servicing under this agreement, by Fitch is at
        least
“F1.” The clearance account will be under CitiMortgage’s sole control, and
        CitiMortgage will maintain adequate records indicating the ownership of the
        funds in the clearance account.

      CitiMortgage,
        on behalf of the Trustee, will deposit in the certificate account, within
        one
        business day following receipt and posting, the following amounts received
        by it
        on the affiliated mortgage loans (remittances on the affiliated
        mortgage loans):

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

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

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

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

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

      ·      all
        hazard insurance proceeds;

      ·      any
        advance account advance;

      ·      any
        loss recoveries; and

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

      If
        CitiMortgage must repay any amount deposited in the certificate account,
        by
        reason of the reversal of a provisional credit owing to the dishonor of a
        mortgagor’s check or otherwise, CitiMortgage will promptly

      ·      withhold
        a corresponding amount from a subsequent deposit into the certificate account,
        and

      ·      restate
        its accounts appropriately.

      CitiMortgage
        need not deposit in the certificate account

      
        	
                ·

              	
                amounts
                  required to be deposited into the servicing
                  account,

              


      

      
        	
                ·

              	
                collected
                  servicing fees, except as required by section 3.4, “Prepayment interest
                  shortfalls,”

              


      

      
        	
                ·

              	
                collected
                  prepayment charges, late payment charges, assumption fees and other
                  similar charges, which

              


      


      
        
          
          

        

        
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      CitiMortgage
        may retain as additional servicing compensation, and

      
        	
                ·

              	
                reimbursements
                  of property protection expenses,

              


      

      received
        on affiliated mortgage loans.

      (b)
        Servicing accounts. CitiMortgage will establish and maintain
servicing accounts with Depositories, and will deposit therein all
        collections of taxes, assessments, primary mortgage or hazard insurance premiums
        or comparable items for the account of the mortgagors. CitiMortgage may withdraw
        funds from the servicing account, but only

      ·      to
        effect payment of taxes, assessments, primary mortgage or hazard insurance
        premiums or comparable items,

      ·      to
        reimburse the relevant servicer for costs incurred in effecting the timely
        payment of taxes and assessments on a mortgaged property, for servicing account
        advances, and for payments made pursuant to section 3.1 regarding timely
        payment
        of taxes and assessments, section 3.10 regarding premiums on primary mortgage
        insurance policies, and section 3.11 regarding premiums on standard hazard
        insurance policies, or

      ·      to
        refund to a mortgagor any amounts determined to be overages, or to pay interest
        owed to mortgagors on such account to the extent required by law, or to clear
        and terminate such accounts at the termination of this agreement in accordance
        with section 9.1.

      The
        servicing account may commingle collections from other series that have the
        same
        Trustee. The servicing account will be a non-interest bearing account unless
        the
        Series Terms state that the servicing account is an investment
        account.

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

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

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

      ·      be
        secured by one or more Eligible Investments maturing not later than the
        determination date, provided that the Trustee has received an opinion of
        counsel
        acceptable to the Trustee to the effect that CitiMortgage has either a claim
        to
        the funds held by the institution or a perfected first security interest
        against
        such Eligible Investments superior to the claims of any other depositor or
        general creditor of such institution.

      Proceeds
        received on individual third-party mortgage loans from a title, hazard or
        other
        insurance policy covering the mortgage loan, other than a primary mortgage
        insurance policy, will be deposited first in the applicable escrow account
        if
        required for the restoration or repair of the related mortgaged property.
        Proceeds from such insurance policies not so deposited in the applicable
        escrow


      
        
          
          

        

        
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      account
        and proceeds from primary mortgage insurance policies will be deposited in
        the
        custodial account for P&I and will be applied to the balances of the related
        third-party mortgage loans as payments of interest and principal.

      Third-party
        servicers may withdraw funds from custodial accounts for P&I as permitted by
        this agreement and in accordance with the Guide. The Trustee will have no
        responsibility for monitoring such withdrawals.

      CitiMortgage
        will maintain separate accounting on a mortgage loan-by-mortgage loan basis
        for
        any remittances to or payments from the custodial accounts for
        P&I.

      (d)
        Transfers from third-party accounts to certificate account. On each
        determination date, each third-party servicer will withdraw from its custodial
        accounts for P&I and deposit into the certificate account the following
        amounts (remittances on third-party loans):

      ·      scheduled
        installments of principal and interest on the third-party mortgage loans
        received by the third-party servicers that were due on the first day of that
        month, net of third-party servicing fees due third-party servicers;

      ·      principal
        prepayments and insurance proceeds, net of third-party servicing fees due
        third-party servicers, received in the preceding month;

      ·      liquidation
        proceeds on a third-party mortgage loan.

      (e) Accounts
        generally. The certificate account, the servicing account, each custodial
        account for P&I, the escrow account and the distribution account will each
        bear a designation clearly indicating that the funds in the account are held
        for
        the benefit of the Trustee or the certificate holders. CitiMortgage, each
        third-party servicer, and the Paying Agent will hold all money and property
        received by it as part of the Trust Fund and will apply it as provided in
        this
        agreement, except that amounts from buydown funds required to be
        deposited pursuant to section 3.16 will be held by CitiMortgage in the buydown
        account on behalf of the mortgagors, subject to withdrawal by CitiMortgage
        for
        the purposes set forth in sections 3.6(b) and (c).

       

      3.4
        Prepayment interest shortfalls

      (a)
        Affiliated mortgage loans. CitiMortgage will deposit in the certificate
        account on the business day preceding each distribution day the aggregate
        prepayment interest shortfall on the affiliated mortgage loans for the preceding
        month provided that such deposit need not exceed the lesser
        of

      ·      the
        aggregate amount of the collected servicing fees on the affiliated mortgage
        loans for the month preceding such distribution day and

      ·      one-half
        the scheduled servicing fee on the affiliated mortgage loans for that
        month.

      Such
        deposit will not be considered to be a voluntary advance by CitiMortgage,
        and
        will not be reimbursable to CitiMortgage from the certificate account or
        otherwise.

      (b)
        Third-party mortgage loans. Each third-party servicer will transfer to
        the certificate account on each determination date the aggregate amount required
        under the Guide to be paid by third-party servicers in respect of prepayment
        interest shortfalls on third-party mortgage loans for the preceding
        month.

      (c)
        Each
        third-party servicer will deposit in the certificate account on the business
        day
        preceding each distribution day the aggregate prepayment interest shortfall
        on
        its third-party mortgage loans for the preceding month, provided that
        the aggregate of such deposits for all third-party loans for any distribution
        day will be reduced by any amounts paid by the third


      
        
          
          

        

        
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      party
        servicer under the preceding paragraph (b) on the preceding determination
        date.

       

      3.5
        Advances

      (a)
        Servicing account advances. CitiMortgage will deposit in the servicing
        account the payment of property taxes and insurance premiums and other similar
        payments relating to the third-party mortgage loans that are not timely paid
        by
        the mortgagors or advanced by the third-party servicers on the date when
        such
        tax, premium or other cost for which such payment is intended is
        due.

      (b)
        Remittance delinquencies. For each distribution day, a remittance
        delinquency:

      ·      on
        an affiliated loan is the originally scheduled interest at the pass-through
        rate, and principal installment (as adjusted for any principal prepayments),
        on
        the mortgage loan due from the mortgagor on (but not before) the first day
        of
        the month but not received in the certificate account by close of business
        on
        the third business day before the distribution day.

      ·      on
        a third-party loan is the originally scheduled interest at the pass-through
        rate, and principal installment (as adjusted for any principal prepayments),
        on
        the mortgage loan due from the mortgagor on (but not before) the first day
        of
        the month but not received in the certificate account by close of business
        on
        the determination date for the distribution day.

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

      A
        remittance delinquency does not include an apparent remittance delinquency
        that
        is determined by CitiMortgage to be the result of the occurrence of an
        extraordinary event (but not including a remittance delinquency determined
        to be
        eligible for an advance pursuant to this section 3.5).

      (c)
        Advances by third-party servicers. To the extent required by its
        third-party servicing agreement, each third-party servicer will transfer
        to the
        certificate account, on the determination date, any amount required to be
        advanced under its third-party servicing agreement (a third-party servicer
        advance).

      (d)
        Uncommitted cash advances. On the business day before each distribution
        day, CitiMortgage will transfer from the certificate account to the distribution
        account

      ·      uncommitted
        cash related to affiliated mortgage loans in an amount not greater than the
        remittance delinquencies on the affiliated mortgage loans for that distribution
        day, and

      ·      uncommitted
        cash relating to third-party mortgage loans in an amount not greater than
        the
        remittance delinquencies on the third-party mortgage loans for that distribution
        day.

      (e)
        Voluntary advances by CitiMortgage. On the business day before each
        distribution day, CitiMortgage will deposit in the certificate account a
        voluntary advance equal to

      ·      the
        sum of (i) remittance delinquencies on the mortgage loans for that
        distribution day, (ii) scheduled interest not required to be paid by the
        mortgagors on the first day of the month because of the limitations on mortgage
        interest payments under the


      
        
          
          

        

        
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      federal
        Servicemembers Civil Relief Act or any comparable state laws, in each case
        after
        adjustment of delinquent or non-required interest payments to interest at
        the
        pass-through rate, and (iii) the amount of any uncommitted cash transferred
        to the distribution account for the preceding distribution day,
minus

      ·      the
        sum of (i) uncommitted cash transferred to the distribution account on the
        same day pursuant to paragraph (d) above, and (ii) any third-party servicer
        advances for that distribution day.

      (f)
        Paying agent advances. Before noon on each distribution day, the Paying
        Agent will deposit into the distribution account an affiliated Paying Agent
        advance equal to

      ·      the
        sum of (i) all remittance delinquencies on the affiliated mortgage loans
        for that distribution day, and (ii) the amount of all uncommitted cash
        advances related to the affiliated mortgage loans transferred to the
        distribution account for the preceding distribution day,
minus

      ·      the
        sum of (i) any uncommitted cash advance related to the affiliated mortgage
        loans for that distribution day and (ii) any voluntary advance by
        CitiMortgage related to the affiliated loans for that distribution day, other
        than an advance of interest not required to be paid because of the limitations
        on mortgage interest payments under the federal Servicemembers Civil Relief
        Act
        or any comparable state laws (Relieved interest).

      Before
        noon on each distribution day, the Paying Agent will deposit into the
        distribution account a third-party Paying Agent advance equal
        to

      ·      the
        sum of (i) all remittance delinquencies on the third-party mortgage loans
        for that distribution day, and (ii) the amount of uncommitted cash advances
        related to the third-party mortgage loans transferred to the distribution
        account for the preceding distribution day, minus

      ·      the
        sum of (i) any uncommitted cash advances related to third-party mortgage
        loans for that distribution day, and (ii) any third-party servicer advance,
        other than an advance of Relieved interest, for that distribution
        day.

      CitiMortgage
        will on the business day it receives notice from the Paying Agent of the
        amount
        of any affiliated or third-party Paying Agent advance,

      ·      pay
        the Paying Agent a servicing administration fee of $100 for each distribution
        day on which the Paying Agent makes such an advance, and

      ·      reimburse
        the Paying Agent for the amount of the advance,

      provided
        that if the notice is received after 1PM on a business day, the administration
        fee and reimbursement will be made to the Paying Agent by 1PM on the following
        business day.

      Promptly
        after the Trust Fund is terminated pursuant to section 9, CitiMortgage will
        notify the Paying Agent of the amount of affiliated and third-party Paying
        Agent
        advances for which CitiMortgage reimbursed the Paying Agent and that were
        not
        recovered from later remittances, net recoveries or other proceeds or
        collections on the affiliated or third-party mortgage loans, respectively.
        The
        Paying Agent will reimburse CitiMortgage for the amount of reimbursements
        not so
        recovered on the next business day after its receipt of the notice.

      (g)
        Limited obligation to make advances. Notwithstanding anything to the
        contrary in this agreement, the relevant servicer will not be obligated to
        make
        any advance described in sections (a) through (e) above, nor will the Paying
        Agent be obligated to make any advance described in section (f)


      
        
          
          

        

        
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      above,
        except to the extent that the servicer or the Paying Agent determines that
        the
        advance will be recoverable from future payments and proceeds on the related
        mortgage loan.

      CitiMortgage
        will provide the Paying Agent with any information CitiMortgage has and the
        Paying Agent requests to help the Paying Agent determine if a Paying Agent
        advance will be recoverable.

      (h)
        Future moratorium legislation. If after the date of this agreement, any
        state or locality enacts legislation granting mortgagors a full or partial
        moratorium on mortgage payments while the mortgagor is on active military
        service, CitiMortgage, will, by notice to the Paying Agent, elect whether
        CitiMortgage will advance part or all of any postponed payments under such
        legislation. CitiMortgage will make a separate election for each state or
        locality that adopts such legislation. To the extent CitiMortgage elects
        not to
        advance part or all of such postponed payments, the Paying Agent will not
        have
        any obligation to advance such payments.

       

      3.6
        Distributions

      (a)
        Transfers to distribution account. Not later than 12 noon on each
        distribution day, CitiMortgage will withdraw from the certificate account
        and
        deposit in a distribution account established by the Paying Agent (or
        to the extent provided in the Series Terms, any pooling, lower-tier or
        upper-tier REMIC account), all distributions to be made on the distribution
        day
        on the certificates (or class P or class L regular interests). The distribution
        account will be an Eligible Account, and will not be commingled with any
        other
        account.

      (b)
        Distributions to certificate holders. On each distribution day, the
        Paying Agent will distribute from the distribution account (or, to the extent
        provided in the Series Terms, any pooling, lower-tier, or upper-tier REMIC
        account) to each certificate holder of record on the preceding record date
        (other than as provided in section (c) below for final distributions) the
        certificate holder’s share (based on the denomination of certificates of the
        applicable class held by the holder) of the amounts distributable to such
        class
        in accordance with the priorities set forth in the Series Terms, as set forth
        in
        the applicable distribution day statement.

      All
        reductions in principal balance of a certificate (or one or more Predecessor
        Certificates) effected by distributions made on any distribution day or
        reductions thereof without distributions in accordance with this agreement
        (including final distributions under section (c) below or section 9.1) will
        be
        binding upon all holders of such certificate and of any certificate issued
        upon
        the registration of transfer thereof or in exchange therefor or in lieu thereof,
        whether or not the distributions are noted on the certificate.

      (c)
        Final distributions. If CitiMortgage expects that the principal balance
        of any class will be reduced to zero on the next distribution day, it will,
        not
        later than the third day before that distribution day, mail to the Paying
        Agent
        and each person in whose name a certificate to be so retired is registered
        at
        the close of business on the applicable record date a notice that:

      ·      CitiMortgage
        expects that funds sufficient to reduce the principal balance of the certificate
        to zero will be available in the certificate account on that distribution
        day,
        and

      ·      if
        such funds are available, (A) a final distribution will be made on that
        distribution day, but only upon presentation and surrender of the certificate
        at
        the office or agency of the Paying Agent maintained for that purpose pursuant
        to
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      set
        forth
        in the notice), and (B) no interest will accrue on the certificate after
        the end
        of the month preceding the distribution day.

      The
        final
        distribution on each certificate (including the final distribution on any
        certificate receiving a distribution in connection with a termination pursuant
        to section 9.1) will be payable only upon presentation and surrender of the
        certificate on or after the distribution day for such final distribution
        at the
        office or agency of the Paying Agent maintained for that purpose pursuant
        to the
        Series Terms.

      (d)
        Method of payment. Each distribution will be made

      
        	
                ·

              	
                by
                  check mailed to the certificate holder at its address appearing
                  in the
                  Certificate Register, or

              


      

      
        	
                ·

              	
                by
                  wire transfer if the certificate holder is eligible for wire transfer
                  under the Series Terms and the Paying Agent has received wiring
                  instructions from the certificate holder,
                  or

              


      

      
        	
                ·

              	
                by
                  such other means of payment as the certificate holder, CitiMortgage,
                  and
                  the Paying Agent may agree.

              


      

      Wiring
        instructions received by the Paying Agent will remain in effect until changed
        by
        the certificate holder by written notice to the Paying Agent at least five
        business days before a distribution day.

      (e)
        Unclaimed distributions. Any amounts in the distribution account that
        are distributable as interest or principal pursuant to this section 3.6,
        but are
        not distributed because of the non-presentation of the related certificates,
        or
        because the check for such payment is returned undelivered, will be held
        by the
        Paying Agent for two years in a separate trust account for the benefit of
        the
        holders of such certificates. Amounts in the separate account will be deemed
        to
        have been distributed to the holders for the purpose of any calculations
        required by this agreement and will no longer be available for application
        to
        any other amounts due under this agreement.

      After
        two
        years, any amount that remains in the separate account will be paid to the
        holders of the residual certificates, as appropriate (except that any amounts
        representing reimbursement for an insured payment will be paid to the Insurer).
        After such payment, the certificate holders will be required to seek payments
        as
        unsecured general creditors from the holders of the residual certificates,
        as
        appropriate.

      (f) Determination
        of distributions. CitiMortgage will determine on each determination date,
        based on payments received on the mortgage loans:

      ·      the
        pool distribution amount;

      ·      the
        interest allocation and interest allocation carryforward for each
        class;

      ·      the
        principal allocation for each class;

      ·      the
        principal distribution for each class;

      ·      any
        ratio-stripped PO class reimbursement;

      ·      any
        insurance premium; and

      ·      any
        other information required to determine the distributions to be made to
        certificate holders in accordance with the Series Terms.

      (g)
        Distribution day data. CitiMortgage will prepare, and will deliver to
        the Paying Agent no later than 12 noon on the third business day before each
        distribution day, distribution day data for that distribution day as
        to:

      (i)        the
        pool distribution amount (including any portion that represents loss
        recoveries);

      (ii)        the
        aggregate amount of interest accrued during the related month on all outstanding
        certificates and any non-supported prepayment interest shortfalls;

      (iii)                  the
        aggregate amount of interest to be distributed to each class, identifying
        the


      
        
          
          

        

        
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      portion
        attributable to the class’s interest allocation carryforwards;

      (iv)                  the
        aggregate distribution in reduction of principal balance to be made for each
        class;

      (v)        the
        amount in reduction of principal balance of the certificates that is not
        the
        result of distributions in reduction of principal balance;

      (vi)                  whether
        the amount expected to be available in the certificate account will be
        sufficient to pay all amounts specified in clauses (iii) and (iv) above and,
        if
        not, the percentages of each such amount that may be paid in accordance with the
        priorities set forth in the Series Terms from the amounts expected to be
        available in the certificate account;

      (vii)                  the
        amounts included in the statement pursuant to clauses (iii) and (iv) above,
        expressed in each case per $1,000 initial principal balance (or initial notional
        balance), to be distributed;

      (viii)                  the
        aggregate amounts of affiliated servicing fee and any third-party servicing
        fee
        to be paid pursuant to section 3.6(h);

      (ix)                  any
        special hazard loss limit, fraud loss limit and bankruptcy loss limit after
        giving effect to the distributions to be made on the distribution
        day;

      (x)        any
        amount to be withdrawn from the certificate account and paid over to the
        holders
        of the class PR or class LR certificates pursuant to section 3.6(h);
        and

      (xi)                  the
        principal balance of the certificates that will remain outstanding after
        giving
        effect to the distributions to be made on the distribution day, expressed
        both
        on an aggregate basis and per $1,000 initial principal balance.

      On
        the
        second business day before each distribution day, CitiMortgage will deliver
        to
        the Paying Agent a distribution day statement (which may be in
        electronic form), setting forth the distribution day data in statement
        format.

      (h)
        Payment of servicing fees; distributions to residual holders. On each
        distribution day, if

      
        	
                ·

              	
                CitiMortgage
                  has transferred funds from the certificate account to the distribution
                  account in accordance with section 3.6(a),
                  and

              


      

      
        	
                ·

              	
                the
                  Depository for the certificate account has set aside any uncommitted
                  cash
                  in the certificate account that is not required for an uncommitted
                  cash
                  advance, the amount of which uncommitted cash CitiMortgage will
                  certify to
                  such Depository,

              


      

      then
        CitiMortgage will withdraw any cash balance remaining in the certificate
        account, and apply it in the following order:

      First,
        to the payment to CitiMortgage of any portion of the servicing fee not already
        retained pursuant to section 3.8(b); and

      Second,
        as a distribution to the holders of any class PR, and if there are no class
        PR
        certificates, to the holders of the class LR certificates.

      (i)
        Transfer of certificates. Subject to the foregoing provisions of this
        section 3.6, each certificate delivered under this agreement upon registration
        of transfer of or in exchange for or in lieu of any other certificate will
        carry
        the rights to unpaid distributions that were carried by the other
        certificate.

       

      3.7
        Third-party servicing

      (a)
        Third-party servicing fee. As compensation for its activities under its
        third-party servicing agreements, each third-party servicer will be entitled
        to
        a third-party servicing fee for each third-party mortgage loan as to which
        a
        monthly installment of principal and interest is received equal to the monthly
        third-party servicing fee rate for the mortgage loan multiplied by the scheduled
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      installment
        of interest accrued. (The third-party servicer’s compensation may be reduced by
        any master servicing fee on such third-party mortgage loan, as described
        in the
        following paragraph (b).)

      (b)
        Master servicing fee. CitiMortgage will be entitled to any master
        servicing fee that CitiMortgage and the third-party servicer may agree upon
        in
        the third-party servicing agreement, provided that the master servicing
        fee rate

      ·      for
        a specially serviced mortgage loan may not exceed 0.25% per annum,
        and

      ·      for
        a third-party mortgage loan other than a specially serviced mortgage loan
        may
        not exceed the per annum rate specified as the third-party servicing fee
        rate on
        schedule B-TP to exhibit B under the heading “Sub Fee.”

      CitiMortgage
        may also be entitled to additional master servicing compensation not based
        on
        the master servicing fee rate, as agreed with the third-party servicer, such
        as
        any net REO proceeds in excess of the outstanding principal balance and accrued
        interest on a mortgage loan.

      (c)
        CitiMortgage liability. Notwithstanding any third-party servicing
        agreement, provisions of this agreement relating to agreements or arrangements
        between CitiMortgage and a third-party servicer, or reference to actions
        taken
        through a third-party servicer or otherwise, CitiMortgage will remain obligated
        and liable to the Trustee and the certificate holders for the servicing of
        the
        third-party mortgage loans in accordance with this agreement to the same
        extent
        as though CitiMortgage alone were servicing the third-party mortgage loans
        itself.

      All
        documents, instruments or contracts executed by third-party servicers on
        behalf
        of CitiMortgage will be treated by the Trustee as though executed by
        CitiMortgage itself.

      Any
        amounts received by a third-party servicer for a third-party mortgage loan
        will
        be deemed to have been received by CitiMortgage for purposes of this agreement.
        If a third-party servicer fails to remit any amounts it receives that are
        required to be transferred to the certificate account or an escrow account,
        CitiMortgage will transmit the required amounts to the account.

      Nothing
        in this agreement will limit any indemnification agreement between CitiMortgage
        and a third-party servicer, but the indemnification agreement will not diminish
        CitiMortgage’s obligations or liability under this agreement.

       

      3.8
        Permitted withdrawals from certificate account

      (a)
        CitiMortgage may pay the following amounts from the certificate account,
        in
        order of priority listed:

      (i)
        to
        itself, collected servicing and master servicing fees (to the extent not
        withheld from payments of interest received on the mortgage loans), and,
        for a
        liquidated loan, the excess of scheduled servicing fees over the collected
        servicing fees;

      (ii)
        reimbursements to itself for (A) liquidation expenses incurred on a
        mortgage loan, up to the liquidation proceeds on the mortgage loan deposited
        in
        the certificate account, net of applicable servicing fees, (B) any amounts
        due
        CitiMortgage under section 3.12 relating to deficiency actions, and (C) any
        excess of the liquidation proceeds after such reimbursement over the principal
        balance of the mortgage loan, together with accrued and unpaid interest at
        the
        mortgage note rate to the date of purchase at the foreclosure sale, liquidation
        proceeding or otherwise. For these purposes, liquidation expenses will include
        subsequent trailing bills relating to previously disposed REO


      
        
          
          

        

        
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      property
        in which distribution of net liquidation proceeds has occurred.

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

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

      (v)
        reimbursement to itself for servicing account advances not previously reimbursed
        out of the servicing account, in each case to the extent that amounts
        representing reimbursements of such advances on mortgage loans may have been
        deposited in the certificate account;

      (vi)
        reimbursement to an advancing person of voluntary advances, Paying Agent
        advances, or advance account advances, made on a mortgage loan in an amount
        not
        to exceed at any time in the aggregate the amount of payments from time to
        time
        deposited in the certificate account and not required to be distributed to
        the
        certificate holders (including, for this purpose, liquidation and insurance
        proceeds covering the mortgaged property);

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

      (ix)
        transfers to the distribution account;

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

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

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

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

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

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


      
        
          
          

        

        
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      interest
        shortfalls,” will be deemed to reduce the collected or scheduled servicing fee
        to which CitiMortgage is entitled pursuant to this section.

       

      3.9
        Expenses

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

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

       

      3.10
        Primary mortgage insurance 

      CitiMortgage
        will exercise its best reasonable efforts to maintain each primary mortgage
        insurance policy in full force. CitiMortgage will present claims to the insurer,
        and take any other reasonable action that may be necessary to permit recovery,
        under any primary mortgage insurance policy for a defaulted mortgage
        loan.

      CitiMortgage
        may substitute for any primary mortgage insurance policy another substantially
        equivalent policy issued by another insurer, provided that no such
        substitution will be made unless (i) CitiMortgage is advised by each rating
        agency that the substitution will not negatively affect the rating agency’s
        then-current rating of the certificates (for any insured class certificates,
        without regard to any certificate insurance policy) or (ii) the claims-paying
        ability of the substitute primary mortgage insurer is, at the time of
        substitution, rated at least “AA” or its equivalent by each rating agency rating
        the certificates.

       

      3.11
        Hazard insurance

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

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

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

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

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


      
        
          
          

        

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

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

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

      CitiMortgage
        may maintain a blanket hazard insurance policy on all of the mortgage loans.
        However, if the blanket policy contains a deductible clause, CitiMortgage
        will
        deposit in the certificate account any amount not payable under the blanket
        policy because of the deductible clause that would have been paid under a
        hazard
        policy that meets the requirements of this section and does not have a
        deductible clause.

      Any
        cost
        incurred by CitiMortgage in maintaining hazard insurance will not, for the
        purpose of calculating monthly distributions to the certificate holders,
        be
        added to the amount owing under the related mortgage loan, even if the terms
        of
        the mortgage loan permit it.

       

      3.12
        Realization on defaulted mortgage loans

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

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

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

      If
        title
        to a mortgaged property is acquired in foreclosure or by deed in lieu of
        foreclosure, the deed or certificate of sale will be issued to the Trustee,
        or
        to its nominee on behalf of the Trust Fund. Notwithstanding such acquisition
        of
        title and cancellation of the mortgage loan, the mortgage loan will (except
        for
        purposes of section 9.1) be considered an outstanding mortgage loan until
        the
        mortgaged property is sold and the mortgage loan becomes a liquidated loan.
        Consistent with the foregoing for purposes of all calculations hereunder
        so long
        as the mortgage loan is considered outstanding, it will be assumed that the
        related mortgage


      
        
          
          

        

        
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      note
        and
        its amortization schedule in effect on and after the acquisition of title
        (after
        giving effect to any previous principal prepayments, and before any adjustment
        thereto by reason of any deficient valuations and debt service reductions
        or any
        similar proceeding or any moratorium or similar waiver or grace period) remain
        in effect (notwithstanding that the indebtedness evidenced by the mortgage
        note
        will have been discharged), subject to adjustment to reflect the application
        of
        REO proceeds received in any month.

      Net
        REO
        proceeds received in any month will be deemed to have been received first
        in
        payment of the accrued interest that remained unpaid on the date that such
        mortgage loan became an REO loan, with any excess being deemed to have been
        received for delinquent principal installments that remained unpaid on such
        date. Thereafter, net REO proceeds received in any month will be applied
        to the
        payment of installments of principal and accrued interest on the mortgage
        loan
        deemed to be due and payable in accordance with the terms of the mortgage
        note
        and amortization schedule. If the net REO proceeds exceed the then delinquent
        principal and interest installments on the mortgage loan, the excess will
        be
        treated as a principal prepayment received on the mortgage loan, up to the
        outstanding principal balance of the mortgage loan. Any net REO proceeds
        in
        excess of the outstanding principal balance and accrued interest on the mortgage
        loan will be treated as additional servicing compensation for
        CitiMortgage.

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

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

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

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

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

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

      The
        foregoing is subject to the provision that, if any mortgaged property is
        damaged, whether from an uninsured cause or otherwise, CitiMortgage will
        not be
        required to expend its own funds in connection with any foreclosure or towards
        the restoration of such property unless it determines that

      ·      the
        restoration or foreclosure will increase the net proceeds of liquidation
        of the
        mortgage loan to the certificate holders, after reimbursement to itself for
        such
        expenses, and

      ·      CitiMortgage
        will recover such expenses through liquidation or insurance
        proceeds.

      CitiMortgage
        will be responsible for all other costs and expenses incurred by it in any
        such
        proceedings; provided, however, that it will be entitled to
        reimbursement thereof from the related property, as contemplated in section
        3.8.
        Notwithstanding the above, CitiMortgage will not be entitled to recover legal
        expenses incurred in connection with liquidation proceedings where the mortgagor
        pays all delinquent payments and expenses and the proceedings are terminated
        prior to liquidation, other than sums received from the mortgagor for such
        expenses.

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

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

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

       

      3.13
        Release of mortgage files 

      (a)
        CitiMortgage will promptly notify the Trustee of the payment in full of any
        mortgage loan or CitiMortgage’s receipt of notice that payment in full will be
        escrowed in a manner customary for such purpose, and will request delivery
        to it
        of the mortgage file. CitiMortgage’s notice will include a Servicing Officer
        certification that all amounts that CitiMortgage must deposit in the certificate
        account, in connection with the payment pursuant to section 3.3
        have


      
        
          
          

        

        
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      been
        or
        will be so deposited. Upon receipt of the certification and request, the
        Trustee
        will promptly direct the Mortgage Note Custodian to release the related mortgage
        note to CitiMortgage.

      For
        the
        servicing or foreclosure of any mortgage loan, including collection under
        a
        primary mortgage insurance policy, the Trustee will, upon CitiMortgage’s request
        and its delivery to the Trustee of a receipt signed by a Servicing Officer,
        direct the Mortgage Note Custodian to release the related mortgage note to
        CitiMortgage. The Trustee will execute such documents furnished it as are
        necessary to the prosecution of any such proceedings. The receipt will obligate
        CitiMortgage to return the mortgage note to the Mortgage Note Custodian when
        CitiMortgage no longer needs it, unless the mortgage loan has been prepaid
        or
        liquidated in the interim, in which case, upon receipt of a Servicing Officer
        certification similar to that described in the first paragraph of this section,
        the Trustee will release the receipt to CitiMortgage.

      (b)
        CitiMortgage will record any instrument of satisfaction of the mortgage executed
        by it if required by applicable law, and deliver it to the person entitled
        thereto. CitiMortgage may not withdraw any expenses incurred in connection
        with
        the instrument of satisfaction from the certificate account.

       

      3.14
        Reports to certificate holders and others

      (a) On
        or before each distribution day, CitiMortgage will deliver to each certificate
        and residual certificate holder, any Insurer, the Trustee, the Paying Agent,
        each rating agency and each Underwriter, a distribution report setting
        forth for that distribution day:

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

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

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

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

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

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

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

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

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

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

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

      (xii)
        the
        collected servicing fee and master servicing fee for the month


      
        
          
          

        

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

      (xiii)
        for each outstanding insured class, the amount of any premiums paid to an
        Insurer out of remittances for the month preceding the distribution day,
        and any
        amount to be paid by an Insurer to holders of single certificates on the
        distribution day;

      (xiv)
        for
        each pool and for the series, the aggregate amount of remittances received
        from
        the first day of the month preceding the month in which the distribution
        day
        occurs through the first day of the following month;

      (xv)
        for
        each pool and for the series, any servicing account advances, voluntary and
        third-party servicer advances calculated as of the determination date, Paying
        Agent advances, advance account advances, uncommitted cash advances and any
        other amounts charged thereto for the applicable distribution day;

      (xvi)
        for
        each pool and for the series, reimbursement for the distribution day of any
        servicing account advances, voluntary advances, third-party servicer advances,
        Paying Agent advances, advance account advances, and uncommitted cash advances
        for any prior distribution day;

      (xvii)
        for each pool and for the series, the aggregate scheduled principal balance
        of
        the mortgage loans as of the last day of the month preceding the month of
        the
        distribution, after giving effect to payments on the mortgage loans due on
        the
        related first day of the month and principal prepayments distributed on the
        distribution day;

      (xviii)
        for each pool and for the series, the weighted average mortgage interest
        rate
        (before deduction of the servicing fee) and the weighted average remaining
        term
        to stated maturity, after giving effect to distributions on the distribution
        day;

      (xix)
        for
        each pool and for the series, the number and aggregate principal balance
        of
        mortgage loans delinquent 30 days and 60 or more days (as determined by
        CitiMortgage under the Mortgage Bankers Association method);

      (xx)
        for
        each pool and for the series, the book value of any REO property;
        and

      (xxi)
        any
        other information required for a distribution report on Form 10-D under the
        federal securities laws.

      The
        distribution report will provide appropriate introductory and explanatory
        information to introduce any material terms, parties or abbreviations used,
        and
        will state the applicable record, determination and distribution dates.
        CitiMortgage will determine the format of the distribution report, and may
        include additional information relating to the series if CitiMortgage believes
        such information may be material to certificate holders.

      CitiMortgage
        will provide certificate holders that are federally insured savings and loan
        associations with certain reports, and will provide access to information
        and
        documentation regarding the mortgage loans included in the Trust Fund,
        sufficient to permit such associations to comply with applicable regulations
        of
        the Office of Thrift Supervision.

      Any
        report required by this subsection (a) to be delivered to any person will
        be
        deemed delivered when it is posted to CitiMortgage’s website,
www­.citimortgagembs.­com, or to any other website of which
        CitiMortgage gives prior notice to the person, and the person can access
        the
        statement or report on the website without paying an additional charge or
        subscription fee.

      (b)
        CitiMortgage will provide the Paying Agent and the Trustee by the third
        business


      
        
          
          

        

        
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      day
        before each distribution day with a statement of the information set forth
        in
        clauses (i) through (xii) of subsection (a), such information to be given
        in the aggregate.

      (c)
        Not
        later than 15 business days after receipt of a written request from the Trustee,
        CitiMortgage will deliver to the Trustee a statement, certified by a Servicing
        Officer, of the aggregate of deposits in and withdrawals from the certificate
        account for each category of deposit specified in sections 3.3 and each category
        of withdrawal specified in section 3.8 for any distribution day specified
        by the
        Trustee.

      (d)
        The
        Trustee may at any time during normal business hours inspect and copy at
        CitiMortgage’s expense CitiMortgage’s books, records and accounts for the
        mortgage loans.

      (e)
        CitiMortgage will provide to any Insurer each notice, report, opinion or
        other
        written item (other than mortgage documents) delivered pursuant to the
        penultimate paragraph of section 2.3 and sections 2.4, 3.5, 3.6, 3.14(a),
        3.19,
        3.21, 3.22, 4.3, 4.4, 8.8, 9.1, 10.1, and 11.2.

      (e)
        In
        addition to other reports required under this section 3.14, CitiMortgage
        will
        make available upon request to each holder and each proposed transferee of
        a B-4
        through B-6 certificate any additional information required to permit the
        proposed transfer to be effected pursuant to Rule 144A under the Securities
        Act.

       

      3.15
        Tax returns and reports 

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

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

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

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

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

      (e)
        Each
        holder of a residual certificate will be deemed to have agreed, by acceptance
        thereof, to be bound by this section 3.15 and by section 5.2 and by “REMIC
        Provisions” in the Series Terms.

       

      3.16
        Application of buydown funds 

      On
        or
        before the closing date if there are any buydown mortgage loans in the Trust
        Fund, CitiMortgage will open the buydown


      
        
          
          

        

        
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      account
        with the Depository in the name of the Trustee, on behalf of the mortgagors.
        For
        each buydown mortgage loan, on the business day following receipt of the
        mortgagor’s required monthly payment under the buydown agreement, CitiMortgage
        will withdraw from the buydown account and deposit in immediately available
        funds in the certificate account an amount which, when added to the mortgagor’s
        payment, will equal the full monthly payment due under the mortgage note.
        No
        later than the fifth business day before the last business day of each month,
        CitiMortgage will deposit in the buydown account in immediately available
        funds
        an amount equal to interest at the rate per annum specified in the buydown
        agreement compounded monthly on the buydown funds for each buydown mortgage
        loan.

      If
        a
        buydown mortgage loan is fully prepaid while buydown funds remain in the
        buydown
        account, the unpaid principal balance of the buydown mortgage loan will be
        reduced by the amount of the buydown funds (which reduction will constitute
        a
        principal prepayment) and, on the business day following the date of the
        principal prepayment, CitiMortgage will deposit the buydown funds in the
        certificate account. If the property securing a buydown mortgage loan is
        sold in
        liquidation of the buydown mortgage loan (either by CitiMortgage or the insurer
        under any related primary mortgage insurance policy) while buydown funds
        remain
        in the buydown account, the buydown funds will be (i) deposited in the
        certificate account on the business day following the liquidation as a reduction
        of the unpaid principal balance of the buydown mortgage loan or (ii) to the
        extent required under an applicable primary mortgage insurance policy, paid
        to
        the insurer of the mortgage loan.

       

      3.17
        Assumption and modification agreements 

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

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

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

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

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

      CitiMortgage
        will add an original of each assumption and modification agreement to the
        related mortgage file (and will send a copy to the Trustee), and the agreement
        will be considered a part of the mortgage file for all purposes to the same
        extent as all other documents and instruments that are part of the mortgage
        file. Any fee collected by CitiMortgage for entering into such an agreement
        will
        be retained by CitiMortgage as additional servicing
        compensation.


      
        
          
          

        

        
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      3.18
        Refinancings and curtailments; loan modifications

      (a)
        In
        addition to waivers and arrangements permitted by section 3.2, CitiMortgage
        may
        refinance affiliated or third-party mortgage loans if the refinancing arises
        out
        of a mortgagor’s request for a refinancing, modification, or other relief from
        the provisions of the mortgage loan.

      On
        the
        business day preceding the distribution day in the month following the effective
        date of the refinancing of a mortgage loan pursuant to this section,
        CitiMortgage will deposit into the certificate account the amount of the
        prepayment in full of the mortgage loan (net of all voluntary advances and
        Paying Agent advances for the mortgage loan, which will be reimbursed to
        the
        Paying Agent or deemed reimbursed to CitiMortgage, as the case may be). Upon
        the
        Trustee’s receipt of written notification of the deposit signed by an Authorized
        Officer of CitiMortgage, the Trustee will promptly direct the Mortgage Note
        Custodian to release the related mortgage note to CitiMortgage, and the Trustee
        will comply with the provisions of section 3.13.

      For
        the
        purposes of this section, a “refinancing” will include any process with a
        mortgagor that results in the refinanced mortgage loan being identified and
        serviced as a “new mortgage loan” in CitiMortgage’s books, records and servicing
        files. However, in connection with a partial prepayment, CitiMortgage may
        reduce
        the scheduled monthly payments on the mortgage loan so that the mortgage
        loan
        will still be paid in equal monthly installments of principal and interest,
        but
        the prepayment will not change the originally scheduled maturity date, and
        such
        modification will not be considered a “refinancing” for purposes of this
        section.

      (b)
        CitiMortgage may agree with any homeowner to modify or waive any provision
        of a
        mortgage loan if the modification or waiver does not

      ·      affect
        the amount or timing of any payment of principal or interest on the mortgage
        loan,

      ·      in
        CitiMortgage’s judgment, materially impair the security for, or reduce the
        likelihood of timely payment of amounts due on, the mortgage loan,
        or

      ·      otherwise
        constitute a “significant modification” within the meaning of Treasury
        Regulations Section 1.860G-2(b).

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

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

      ·      CitiMortgage
        delivers to the Trustee an opinion of counsel to the effect that the
        modification or waiver will not affect the REMIC status of any
        REMIC.

      CitiMortgage
        will within 10 business days deposit in the related mortgage file an original
        signed copy of the agreement providing for the modification or waiver. If
        applicable law requires a modification or waiver to be recorded, CitiMortgage
        will (i) deliver a copy of such signed agreement to the Trustee and
        (ii) deliver to the Trustee such document, with evidence of notification
        upon receipt thereof from the public recording office.

      CitiMortgage
        may condition any modification or waiver on the homeowner’s payment to
        CitiMortgage of a reasonable or customary fee for the additional services
        performed, together with reimbursement for CitiMortgage’s out-of-pocket
        expenses, in connection with the modification or waiver. CitiMortgage may
        retain
        such fees or reimbursements as additional servicing
        compensation.


      
        
          
          

        

        
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      3.19
        Investment accounts

      (a)
        Investments. CitiMortgage may invest and reinvest funds in an
        investment account in accordance with this section 3.19 in one or more Eligible
        Investments (as described below) bearing interest or sold at discount. However,
        no such investment may mature later than the business day immediately preceding
        the next distribution day, except, that investments (including
        repurchase agreements) on which the Paying Agent, in its commercial capacity,
        is
        the obligor may mature on the next distribution day.

      The
        Trustee and CitiMortgage will deposit in the certificate account immediately
        upon receipt all proceeds from investment of funds and disposition of assets
        in
        the certificate account. Any loss resulting from such investment will be
        charged
        to the certificate account.

      CitiMortgage
        may, from time to time, withdraw from any investment account (other than
        the
        certificate account), any Investment Income therein, and pay same to itself,
        the
        seller or the holders of the residual certificates, as applicable.

      CitiMortgage
        will not invest funds in the certificate account or sell an investment held
        in
        an investment account unless the investment:

      ·      is
        made in the name of the Trustee (in its capacity as such) or a Qualified
        Nominee
        of the Trustee, and

      ·      is
        a “cash flow investment” as defined in Internal Revenue Code Section
        860G(a)(6).

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

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

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

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

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


      
        
          
          

        

        
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      custodial
        investment account) for investment only in one or more Eligible
        Investments. CitiMortgage will bear any and all losses incurred on any
        investments made with such funds and will be entitled to retain all gains
        realized on such investments as additional compensation for its services as
        master servicer. The amount of any losses incurred in respect of any such
        investments will be deposited in the custodial investment account by
        CitiMortgage out of its own funds immediately as realized. Any successor
        master
        servicer appointed pursuant to this agreement will not be responsible for
        losses
        attributable to its predecessor. No investments held in the custodial investment
        account will mature later than the business day preceding the distribution
        day.

      (c)
        Eligible Investments. Eligible Investments means any one or
        more of the following obligations or securities:

      (i)          direct
        obligations of, and obligations fully guaranteed by, the United States of
        America, Freddie Mac, Fannie Mae, the Farm Credit Banks, the Federal Home
        Loan
        Banks, the Student Loan Marketing Association (but only for obligations backed
        by letters of credit or senior obligations) or any agency or instrumentality
        of
        the United States of America the obligations of which are backed by the full
        faith and credit of the United States of America; provided, however, that
        any
        obligation of, or guaranteed by, the Federal Home Loan Banks or the Farm
        Credit
        Banks or any obligation of, or guaranteed by, Freddie Mac or Fannie Mae,
        other
        than a senior debt obligation of Freddie Mac or Fannie Mae or a mortgage
        participation or pass-through certificate guaranteed by Freddie Mac or Fannie
        Mae, excluding stripped mortgage securities which are valued greater than
        par on
        the portion of unpaid principal, will be an Eligible Investment only if,
        at the
        time of investment, each rating agency confirms in writing that such investment
        is acceptable;

      (ii)          Federal
        Funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
        the Trustee or any agent of the Trustee, acting in their respective commercial
        capacities) incorporated under the laws of the United States of America or
        any
        state thereof and subject to supervision and examination by federal or state
        banking authorities, so long as at the time of such investment or contractual
        commitment providing for such investment the certificate of deposit or other
        unsecured short-term debt obligations of such depository institution or trust
        company have a maturity of not more than one year and a credit rating of
        not
        less than “A-1+” (“A-1” if the maturity is not greater than 30 days) by S&P
        if S&P is a rating agency, “P-1” by Moody’s if Moody’s is a rating agency,
        and “F-1” by Fitch if Fitch is a rating agency; each such investment being
        expressly authorized and deemed authorized by a certificate holder’s purchase or
        acceptance of any certificate when acting in the capacity of a fiduciary
        (including a “fiduciary” of an “employee benefit plan” subject to ERISA, as
        those term are defined in Sections 3(21) and 3(3) of ERISA, respectively)
        which
        purchase or acceptance will also evidence and be deemed to evidence any such
        certificate holder’s representation and warranty to CitiMortgage, the
        Certificate Registrar and the Trustee and any agent of the Trustee that such
        certificate holder is duly authorized by and empowered under appropriate
        governing instruments (for example, an employee benefit plan, in the case
        of an
        ERISA fiduciary) to give such


      
        
          
          

        

        
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      authorization;
        and money market funds investing exclusively in any of the investments discussed
        in this definition of Eligible Investments with a rating of not less than
“A-1+”
(“A-1” if the maturity is not greater than 30 days) by S&P if S&P is a
        rating agency, “F-1” by Fitch if Fitch is a rating agency, and “P-1” by Moody’s
        if Moody’s is a rating agency;

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

      (iv)          securities
        bearing interest or sold at a discount issued by any corporation incorporated
        under the laws of the United States of America or any state thereof which
        have a
        maturity not greater than 30 days and an unsecured long-term debt rating
        of at
        least “AA” if S&P is a rating agency, “AA” if Fitch is a rating agency, and
“Aa” if Moody’s is a rating agency, or an unsecured short-term debt rating, of
        at least “A-1” if S&P is a rating agency, “F-1” if Fitch is a rating agency,
        and “P-1” if Moody’s is a rating agency, at the time of such investment or
        contractual commitment providing for such investment; provided,
        however, that securities issued by any particular corporation will not be
        Eligible Investments to the extent that investment therein will cause the
        then
        outstanding principal balance of securities issued by such corporation and
        held
        as part of the Trust Fund to exceed 10% of the aggregate current principal
        balance of certificates outstanding and of the current percentage interest
        of
        the residual certificates outstanding, and the aggregate principal balance
        of
        all cash and Eligible Investments, held in the Trust Fund;

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

      (vi)          a
        Qualified GIC;

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

      (viii)                  any
        other money market deposit, obligation, security or investment bearing interest
        or sold at a discount which has an unsecured short-term debt rating of at
        least
“A-1+” (“A-1” if the maturity is not greater than 30 days and such investments
        do not exceed 20% of the then scheduled principal balance of the mortgage
        loans)
        if S&P is a rating agency, “F-1” if Fitch is a rating agency, and “P-1” if
        Moody’s is a rating agency, or if such investment relates to a money market
        fund, such fund must be rated in the highest rating category by
        each


      
        
          
          

        

        
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      rating
        agency (which, for S&P, is “AAAm” or “AAAm-G”); and

      (ix)           any
        other demand or time deposit, obligation, security or investment bearing
        interest or sold at a discount that each rating agency confirms in writing
        is
        acceptable;

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

       

      3.20
        Paying Agent and Certificate Registrar

      (a)
        Paying Agent. CitiMortgage or the Trustee may remove a Paying Agent,
        and CitiMortgage, with the Trustee’s approval, may appoint another Paying
        Agent.

      A
        Paying
        Agent

      ·      may
        not be an Originator, CitiMortgage or an affiliate of CitiMortgage unless
        the
        Paying Agent is an agency and trust department of Citibank, N.A.,

      ·      must
        be authorized to exercise corporate trust powers under the laws of its
        jurisdiction of organization, and

      ·      must
        be rated at least “A-1” by S&P if S&P is a rating agency, and at least
“F-1” by Fitch if Fitch is a rating agency.

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

      The
        Paying Agent will

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

      ·      give
        the Trustee notice of any default by CitiMortgage in making any such deposit,
        and

      ·      during
        the continuance of a default by CitiMortgage in making such a deposit, upon
        the
        Trustee’s written request, immediately pay to the Trustee all amounts so held in
        trust by the Paying Agent.

      CitiMortgage
        will cause any Paying Agent that is not the Trustee or a signatory to this
        agreement to execute and deliver to the Trustee an instrument in which the
        Paying Agent agrees with the Trustee that the Paying Agent will have all
        the
        rights and obligations of a Paying Agent under this agreement.

      (b)
        Certificate Registrar. CitiMortgage or the Trustee may remove a
        Certificate Registrar, and CitiMortgage, with the Trustee’s approval, may
        appoint another Certificate Registrar.

      A
        Certificate Registrar

      ·      may
        not be an Originator, CitiMortgage or an affiliate of CitiMortgage unless
        the
        Certificate Registrar is an agency and trust department of Citibank, N.A.,
        and

      ·      must
        be authorized to exercise corporate trust powers under the laws of its
        jurisdiction of organization.

      If
        no
        Certificate Registrar is appointed, the Trustee will be the Certificate
        Registrar.

       

      3.21
        Exchange Act reporting

      (a)
        CitiMortgage, as servicer, will prepare and file all reports required to
        be
        filed by CMSI, as depositor, under the Exchange Act (other than Forms 10-K),
        including required periodic reports on Form 10-D, and any required current
        report on Form 8-K. CMSI authorizes CitiMortgage to sign and file such reports
        on behalf of CMSI. CMSI will file all required Forms 10-K.

      (b)
        For
        each calendar year for which CMSI is required to file a Form 10-K with the
        Securities and Exchange Commission for this series, each party to this agreement
        who


      
        
          
          

        

        
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      participates
        in the servicing function, within the meaning of section 1122 of Regulation
        AB
        under the Securities Act (Regulation AB), for this series, or who
        controls such a participant, will submit, or will cause such controlled
        participant to submit, by March 1 of the following year, a report on an
        assessment of compliance covering the servicing criteria set forth opposite
        its
        name on schedule 1, “Servicing criteria to be addressed in report on assessment
        of compliance” (as such schedule may be modified pursuant to section 3.22(c)
        below), and an attestation report of a registered public accounting firm,
        all as
        required by and in full conformity with the requirements of rule 1122,
        and

      ·      is
        a servicer, within the meaning of section 1123 of Regulation AB, for this
        series, or who controls such a servicer, will submit, or will cause such
        controlled servicer to submit, by March 1 of the following year, a statement
        of
        compliance signed by an authorized officer, as required and in full conformity
        with the requirements of rule 1123.

      (c)
        Schedule 1 may be modified

      ·      by
        agreement of CMSI and each party affected by such modification, without the
        consent of any other party or the certificate holders, and

      ·      by
        CMSI, without the consent of any other party or the certificate holders,
        if CMSI
        is advised by counsel that such change may be required to comply with Regulation
        AB.

      (d)
        CMSI
        and each other person who is or becomes a party to this agreement will render
        all reasonably requested assistance to CMSI and CitiMortgage in providing
        information necessary for the preparation of such reports. CMSI and CitiMortgage
        will require each third-party servicer, and any other person who participates
        in
        the servicing function, to agree to provide such assistance.

      (e)
        CitiMortgage hereby appoints KPMG LLP as its independent accountants for
        purposes of preparing and delivering for each year an attestation on
        CitiMortgage’s assessment of compliance with the applicable servicing criteria
        as of and for the period ending the end of such year. The attestation report
        is
        to be furnished to CitiMortgage and the Trustee by March 1 in the following
        year, and must be made in accordance with standards for attestation engagements
        issued or adopted by the Public Company Accounting Oversight Board.

      If
        such
        firm resigns, CitiMortgage will promptly appoint a successor firm of independent
        accountants of recognized national reputation. CitiMortgage will promptly
        notify
        the Trustee if CitiMortgage fails to appoint a successor firm of independent
        accountants within 15 days after such resignation. If CitiMortgage does not
        appoint a successor within 10 days thereafter, the Trustee will promptly
        appoint
        a successor firm of independent accountants of recognized national reputation.
        The fees of the independent accountants and any successor will be paid by
        CitiMortgage as servicer, or by any successor servicer.

       

      4
        CitiMortgage

       

      4.1
        Liability of CitiMortgage and others

      Each
        of
        CitiMortgage, CMSI and Citibank, N.A. will be liable under this agreement
        to any
        person or to the certificate holders only to the extent of obligations
        specifically undertaken by CitiMortgage, CMSI or Citibank, N.A. in this
        agreement.

      Neither
        CitiMortgage, CMSI nor Citibank, N.A., nor any of their directors, officers,
        employees and agents will be liable


      
        
          
          

        

        
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      to
        the
        Trust Fund or the certificate holders for any action, or for refraining from
        taking any action, pursuant to this agreement, or for errors in judgment,
        provided, however, that neither CitiMortgage, CMSI, Citibank, N.A., nor
        any such person will be protected against any liability that would otherwise
        be
        imposed for willful misfeasance, bad faith or gross negligence in the
        performance, or for reckless disregard, of their obligations under this
        agreement. CitiMortgage, CMSI, Citibank, N.A. and any of their directors,
        officers, employees or agents may rely on any document prima facie
        properly executed and submitted by any person as to any matters arising under
        this agreement.

      CitiMortgage,
        CMSI, Citibank, N.A., and each of their directors, officers, employees and
        agents will be indemnified and held harmless by the Trust Fund against any
        loss,
        liability or expense incurred in connection with any actual or threatened
        legal
        or regulatory proceedings relating to this agreement or the certificates,
        other
        than a loss, liability or expense incurred by reason of willful misfeasance,
        bad
        faith or gross negligence in the performance, or reckless disregard, of their
        obligations under this agreement.

      CitiMortgage
        need not appear in, prosecute or defend any legal action that is not incidental
        to its duties to service the mortgage loans in accordance with this agreement
        and that in its opinion may involve it in any expense or liability. CitiMortgage
        may, however, undertake any such action it deems desirable to enforce or
        secure
        the rights and duties of the parties or the interests of the certificate
        holders. CitiMortgage’s legal expenses and costs of such action and any
        resulting liability will be expenses, costs and liabilities of the Trust
        Fund,
        for which CitiMortgage will be reimbursed out of the certificate
        account.

      Notwithstanding
        the foregoing, CitiMortgage will indemnify, defend and hold harmless the
        Trustee
        and the Trust Fund against any damages, claims or liabilities arising out
        of any
        violation (or claimed violation) prior to the closing date of any predatory
        lending law.

       

      4.2
        Assumption of CitiMortgage’s obligations by affiliate

      Any
        corporation into which CitiMortgage is merged or consolidated, or that results
        from a merger, conversion or consolidation involving CitiMortgage, or that
        succeeds to the business of CitiMortgage, or more than 50% of the voting
        stock
        of which is, directly or indirectly, owned by Citigroup Inc., and that executes
        an agreement of assumption to perform all of CitiMortgage’s obligations under
        this agreement, will be CitiMortgage’s successor under this agreement, without
        the execution or filing of any paper or any further act on the part of any
        of
        the parties hereto, anything herein to the contrary notwithstanding. Such
        agreement of assumption will not, however, release CitiMortgage from any
        of its
        obligations or liabilities under this agreement.

       

      4.3
        Maintenance of office or agency

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


      
        
          
          

        

        
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      4.4
        Servicer not to resign

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

       

      4.5
        Delegation of duties

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

       

      4.6
        Errors and omissions insurance

      CitiMortgage
        will maintain in force

      ·      a
        policy or policies of insurance covering errors and omissions in the performance
        of its servicing obligations, and

      ·      a
        fidelity bond for its officers, employees and agents.

      Such
        policies and bond will, together, comply with Fannie Mae or Freddie Mac
        requirements for persons servicing mortgage loans purchased by such
        association.

       

      5
The
        certificates

       

      5.1
        The certificates

      (a)
        The
        certificates and residual certificates will be substantially in the forms
        set
        forth in exhibit A. The certificates will be issued in the denominations
        specified in the Series Terms and will be executed by manual or facsimile
        signature on behalf of CMSI by its Chairman, President, one of its Vice
        Presidents, or one of its Assistant Vice Presidents. Certificates bearing
        the
        manual or facsimile signatures of individuals who were authorized to sign
        on
        behalf of CMSI when the signatures were affixed will bind CMSI, even if prior
        to
        the authentication and delivery of the certificates some of the individuals
        ceased to be authorized or to hold such offices.

      No
        certificate will be entitled to any benefit under this agreement, or be valid
        for any purpose, unless it authenticated substantially in the form set forth
        in
        exhibit A. The authentication must be manually signed by the Trustee or an
        Authenticating Agent appointed pursuant to section 8.12, and such signature
        will
        be conclusive evidence, and the only evidence, that the certificate has been
        duly authenticated and delivered. All certificates will be dated the date
        of
        their authentication.

      (b)        Upon
        original issuance, book-entry certificates will be issued in the form of
        one


      
        
          
          

        

        
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      or
        more
        typewritten certificates, to be delivered to the initial Clearing Agency,
        by, or
        on behalf of, CMSI. Such certificates will initially be registered on the
        Certificate Register in the name of the nominee of the initial Clearing Agency,
        and will bear a legend in substantially the following form:

      “Unless
        this certificate is presented by an authorized representative of [the Clearing
        Agency] to Citicorp Mortgage Securities, Inc. or its agent for registration
        of
        transfer, exchange, or payment, and any certificate issued is registered
        in the
        name of [the Clearing Agency nominee] or such other name as requested by
        an
        authorized representative of [the Clearing Agency] (and any payment is made
        to
        [the Clearing Agency nominee] or to such other entity as is requested by
        an
        authorized representative of [the Clearing Agency]), any transfer, pledge,
        or
        other use hereof for value or otherwise by or to any person is wrongful inasmuch
        as the registered owner hereof, [the Clearing Agency nominee], has an interest
        herein.”

      No
        beneficial owner will receive a definitive certificate representing such
        beneficial owner’s interest in the book-entry certificates, except as provided
        in section 5.6. Until definitive certificates have been issued to beneficial
        owners pursuant to section 5.6:

      (i)        This
        section 5.1(b) will be in full force and effect.

      (ii)        CMSI,
        the Certificate Registrar and the Trustee may deal with the Clearing Agency
        for
        all purposes (including distributions on the book-entry certificates and
        actions
        by the holders of book-entry certificates) as the authorized representative
        of
        the beneficial owners.

      (iii)                  To
        the extent that this section 5.1(b) conflicts with any other provision of
        this
        agreement, this section 5.1(b) will control.

      (iv)                  The
        rights of beneficial owners will be exercised only through the Clearing Agency
        and will be limited to those established by law, the rules, regulations and
        procedures of the Clearing Agency and agreements between such beneficial
        owners
        and the Clearing Agency or the Clearing Agency Participants. For book-entry
        certificates, references in this agreement to

      ·      actions
        by certificate holders will refer to actions taken by the Clearing Agency
        upon
        instructions from the Clearing Agency Participants, and

      ·      distributions,
        notices, reports and statements to certificate holders will refer to
        distributions, notices, reports and statements to the Clearing Agency or
        its
        nominee, as registered holder of the book-entry certificates for the
        distribution to beneficial owners in accordance with the procedures of the
        Clearing Agency.

      (v)        The
        initial Clearing Agency will make book-entry transfers among the Clearing
        Agency
        Participants, and will receive and transmit distributions of principal and
        interest on the certificates to the Clearing Agency Participants, for
        distribution to the beneficial owners or their nominees.

      For
        purposes of any provision of this agreement requiring or permitting actions
        with
        the consent of, or at the direction of, holders of book-entry certificates
        evidencing specified voting interests, such direction or consent will be
        given
        by beneficial owners having the requisite percentage interests.

      Until
        definitive certificates are issued to beneficial owners pursuant to section
        5.6,
        copies of the reports or statements referred to in section 3.14 will be
        available to beneficial owners upon written request to the Trustee at the
        corporate trust office or, if Citibank, N.A. is the Paying Agent, at the
        website
        referred to in section 3.14.


      
        
          
          

        

        
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      5.2
        Registration of transfer and exchange of certificates

      (a)
        CMSI
        will maintain at its expense an office or offices or agency or agencies where
        the certificates may be surrendered for registration of transfer or exchange
        and
        where notices and demands to or upon CMSI relating to the certificates and
        this
        agreement may be served. CMSI initially appoints the Certificate Registrar
        designated in the Series Terms as its office for purposes of receipt of notices
        and demands.

      CMSI
        will
        maintain a Certificate Register at such office in which, subject to
        such reasonable regulations as it prescribes, CMSI will provide for the
        registration and transfer of certificates. CMSI will give prompt written
        notice
        to the Trustee and to the certificate holders of any change in the location
        of
        the Certificate Register or any such office or agency.

      Upon
        surrender for registration of transfer of any certificate at the office or
        agency, CMSI will execute and the Trustee or the Authenticating Agent will
        authenticate and deliver, in the name of the designated transferee or
        transferee, one or more new certificates in authorized denominations of the
        same
        aggregate number of single certificates or the same aggregate percentage
        interest, as the case may be.

      At
        the
        option of the certificate holder, certificates may be exchanged for other
        certificates of authorized denominations evidencing the same aggregate number
        of
        single certificates or the same aggregate percentage interest, as the case
        may
        be, upon surrender of the certificates to be exchanged at the office or agency.
        CMSI will execute and the Trustee or Authenticating Agent will authenticate
        and
        deliver the certificates that the certificate holder is entitled to
        receive.

      Every
        certificate surrendered for registration of transfer or exchange will be
        accompanied by a written instrument of transfer in form satisfactory to the
        Trustee, CMSI and the Certificate Registrar, duly executed by the holder
        or his
        attorney duly authorized in writing.

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

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

      The
        Certificate Registrar will provide the Paying Agent and the Trustee by the
        third
        business day before each distribution day, the names and addresses of each
        certificate holder as of the record date and the number of single certificates
        or percentage interest it holds of record.

      (b)
Notwithstanding
        the foregoing section
        5.2(a), no legal or beneficial interest in all or any portion of a residual
        certificate may be transferred, directly or indirectly, to a “disqualified
        organization“ within the meaning of Internal Revenue Code Section 860E(e)(5), or
        to an agent of a disqualified organization (including a broker, nominee,
        or
        other middleman) (an Agent)
        and any such purported transfer will
        be void and of no effect. Further, no legal or beneficial interest in all
        or any
        portion of a residual certificate may be registered in the name of a Plan
        or a
        person investing the assets of a Plan (such Plan or person an ERISA
        Prohibited holder) or in the name
        of a person that is
        not (i) a U.S. person or (ii) a non-U.S. person that holds the residual
        certificate in connection with the conduct of a trade or


      
        
          
          

        

        
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      business
        within the United States and has furnished the transferor, the Certificate
        Registrar, and the Trustee with an effective Internal Revenue Service Form
        W-8ECI or (iii) a non-U.S. person that has delivered to the transferor, the
        Certificate Registrar, and the Trustee an opinion of a nationally recognized
        tax
        counsel to the effect that the transfer of the residual certificate to it
        is in
        accordance with the requirements of the Internal Revenue Code and that such
        transfer of the residual certificate will not be disregarded for federal
        income
        tax purposes (any such person who is not described in clauses (i), (ii) or
        (iii)
        above being referred to herein as a “Non-permitted Foreign holder”).
        Furthermore, no legal or beneficial interest in all or any portion of a residual
        certificate may be transferred, directly or indirectly, to a foreign permanent
        establishment or fixed base, within the meaning of an applicable income tax
        treaty, of the transferee or any other person. CMSI will not execute and
        the
        Trustee or Authenticating Agent will not authenticate and deliver, a new
        residual certificate in connection with any transfer of a residual certificate,
        and neither CMSI, the Certificate Registrar nor the Trustee will accept a
        surrender for transfer or registration of transfer, or register the transfer
        of,
        any residual certificate unless the transferor will have provided to CMSI,
        the
        Certificate Registrar and the Trustee an affidavit, substantially in the
        form of
        Appendix 1 hereto, signed by the transferee, to the effect that the transferee
        is not such a disqualified organization, an agent for any entity as to which
        the
        transferee has not received a substantially similar affidavit, an ERISA
        Prohibited holder, a Non-permitted Foreign holder, or a person for whom income
        on the residual certificate is attributed to a foreign permanent establishment
        or fixed base, within the meaning of an applicable income tax treaty, of
        the
        transferee or any other person, accompanied by a written statement signed
        by the
        transferor to the effect that, as of the time of the transfer, the transferor
        has no actual knowledge that such affidavit is false. Upon notice by CMSI
        that
        any legal or beneficial interest in any portion of a residual certificate
        has
        been transferred, directly or indirectly, to a disqualified organization
        or an
        Agent in contravention of the foregoing restrictions, the Trustee will furnish
        to the Internal Revenue Service and the transferor of such residual certificate
        or to such Agent, within 60 days of the request therefor by such
        transferor or such Agent, and CMSI agrees to provide the Trustee
        with the computation of such information necessary to the application of
        Internal Revenue Code Section 860E(e) as may be required by the Internal
        Revenue
        Code, including but not limited to the present value of the total anticipated
        excess inclusions for such residual certificate (or portion thereof) for
        periods
        after such transfer. At the election of CMSI, the reasonable cost of computing
        and furnishing such information may be charged to the transferor or such
        Agent;
        however, the Trustee and CMSI will in no event be excused from furnishing
        such
        information. Every holder of a residual certificate will be deemed to have
        consented to such amendments to this agreement as may be required to further
        effectuate the restrictions on transfer of residual certificates to a
        disqualified organization, an Agent, an ERISA Prohibited holder or a
        Non-permitted Foreign holder.

      The
        affidavit described in the preceding paragraph will also contain the statement
        of the transferee that it (i) has historically paid its debts as they have
        come
        due and intends to do so in the future, (ii) understands that it may incur
        liabilities in excess of cash flows generated by the residual certificate,
        (iii)


      
        
          
          

        

        
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      intends
        to pay taxes associated with holding the residual certificate as they become
        due, (iv) will not cause the income for the residual certificate to be
        attributable to a foreign permanent establishment or fixed base, within the
        meaning of an applicable income tax treaty, of the transferee or any other
        person and (v) will not transfer the residual certificate to any person or
        entity that does not provide a similar affidavit. The transferor’s statement to
        the Trustee and the Certificate Registrar accompanying the affidavit will
        state
        that, after conducting a reasonable investigation of the financial condition
        of
        the transferee, the transferor has no knowledge or reason to know that the
        statements made by the transferee for clauses (i) and (iii) of the preceding
        sentence are false. Each residual certificate will bear a legend referring
        to
        the restrictions contained in this paragraph and the preceding
        paragraph.

      Notwithstanding
        the foregoing, no transfer of any private certificate may be made unless
        such
        private certificate has been registered under the Securities Act and applicable
        state securities or “blue sky” laws, or an exemption from the Securities Act and
        applicable state securities or “blue sky” laws is available. Upon surrender for
        registration of transfer of any private certificate, (1) neither the Trustee
        nor
        the Certificate Registrar will accept surrender for transfer or registration
        of
        transfer of, or register the transfer of, any private certificate and (2)
        CMSI
        will not execute, and neither the Trustee nor the Authenticating Agent will
        authenticate and deliver, any new private certificate in connection with
        the
        transfer of any private certificate, unless either (A) such private certificate
        has been registered under the Securities Act and applicable state securities
        or
“blue sky” laws, or (B) exemptions from the registration requirements of the
        Securities Act and applicable state securities or “blue sky” laws are available,
        and the transferee delivers to CMSI, the Trustee and the Certificate Registrar
        a
        letter substantially to the effect set forth in exhibit D to this agreement
        and
        (1) if such transferee is not a “Qualified Institutional Buyer” within the
        meaning of Rule 144A of the Securities Act, and if so requested by CMSI,
        an
        opinion of counsel acceptable to CMSI will have been delivered to CMSI, the
        Trustee, and the Certificate Registrar, to the effect that such transfer
        is in
        compliance with either subclause (A) or subclause (B) of this clause (i)
        of this
        section 5.2; or (2) if such transfer is to a non-institutional investor,
        unless
        such investor is an accredited investor (as defined in Regulation D under
        the
        Securities Act) and has a net worth (exclusive of primary residence) of at
        least
        $1,000,000 as confirmed in writing to the Trustee and the Certificate
        Registrar.

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

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

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

       

      5.3
        Mutilated, destroyed, lost or stolen certificates

      If

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

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

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

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


      
        
          
          

        

        
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      Registrar)
        in connection with the issuance. Any duplicate certificate issued pursuant
        to
        this section 5.3 will constitute complete and indefeasible evidence of ownership
        in the Trust Fund, as if originally issued on the closing date, whether or
        not
        the lost, stolen or destroyed certificate is found at any time.

       

      5.4
        Persons deemed owners

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

       

      5.5
        Access to list of certificate holders’ names and addresses

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

      If
        three
        or more certificate holders

      ·      request
        such information in writing from the Trustee,

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

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

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

       

      5.6
        Definitive certificates

      If

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

      ·      CMSI
        is unable to locate a qualified successor,

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

       

      5.7
        Notices to Clearing Agency

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

       

      6
        [Reserved]

       

      7
Default

       

      7.1
        Events of Default

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

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

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

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

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

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

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

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

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

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

      then
        the Trustee or the holders of the Required Amount of certificates, by notice
        in
        writing to CitiMortgage (and to the Trustee if given by the certificate holders)
        may terminate all of CitiMortgage’s rights and obligations as servicer of the
        affiliated


      
        
          
          

        

        
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      mortgage
        loans and as master servicer of the third-party mortgage loans under this
        agreement. Upon CitiMortgage’s receipt of such notice, all CitiMortgage’s
        authority under this agreement, whether for the certificates or the mortgage
        loans or otherwise, will pass to and be vested in the Trustee pursuant to
        this
        section 7.1, and the Trustee will be authorized to execute and deliver, on
        behalf of CitiMortgage as attorney-in-fact or otherwise, any documents and
        other
        instruments, and to do or accomplish all other acts or things necessary or
        appropriate to effect the purposes of such notice, whether to complete the
        transfer and endorsement of the mortgage loans and related documents or
        otherwise. CitiMortgage will cooperate with the Trustee in effecting the
        termination of CitiMortgage’s responsibilities and rights hereunder, including
        the transfer to the successor servicer for the administration by it of all
        cash
        amounts held by CitiMortgage for deposit, or deposited by CitiMortgage, in
        the
        certificate account or servicing account or subsequently received on the
        mortgage loans. In addition to any other amounts that are then payable, or,
        notwithstanding the termination of its activities as servicer and master
        servicer of the mortgage loans, may become payable to CitiMortgage under
        this
        agreement, CitiMortgage will be entitled to receive out of any delinquent
        interest payment on a mortgage loan, due before such termination notice but
        received afterwards, that portion of the payment that it would have received
        if
        the notice had not been given.

       

      7.2
        Trustee to act; appointment of successor

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

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

       

      8
The
        Trustee

       

      8.1
        Duties 

      (a)
        Unless the Trustee has notice that an Event of Default is continuing, the
        Trustee will only have those obligations that are


      
        
          
          

        

        
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      specifically
        set forth in this agreement, and no implied covenants of the Trustee will
        be
        read into this agreement.

      (b)
        If
        the Trustee has notice that an Event of Default is continuing, then
        notwithstanding anything to the contrary in this agreement, the Trustee will
        exercise those rights and powers vested in it by this agreement, and use
        the
        same degree of care and skill in their exercise, as a prudent man would exercise
        under the circumstances in the conduct of his own affairs. If the Trustee
        is
        incorporated or organized under the laws of the State of New York, then,
        in
        considering what actions are prudent in the circumstances, the Trustee will
        consider, to the extent applicable, the matters enumerated in Section 126(2)(a)
        through (e) of the New York Real Property Law, as in effect on the date of
        this
        agreement, and will comply with subdivisions (3),(4) and (5) of Section 126
        of
        the New York Real Property Law, as in effect on the date of this
        agreement.

      The
        Trustee will not be charged with notice of an Event of Default (other than
        a
        default in payment to the Trustee) unless a Responsible Officer of the Trustee
        obtains actual knowledge of such failure or receives written notice of such
        Event of Default at its corporate trust office from CitiMortgage or the holders
        of the Required Amount of Certificates.

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

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

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

      (e)        Except
        to the extent that the Trustee becomes a successor servicer to CitiMortgage
        under sections 4.3 or 7.2, the Trustee will have no responsibility for the
        performance or the manner of performance of any of CitiMortgage’s obligations
        under


      
        
          
          

        

        
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      this
        agreement. The relationship of CitiMortgage to the Trustee under this agreement
        is intended by the parties to be that of an independent contractor and not
        that
        of a joint venturer, partner or agent.

      (f)        The
        Trustee may appoint agents (which may include CitiMortgage and its affiliates)
        to perform any of the Trustee’s obligations under this agreement. Such agents
        will have all of the rights and obligations of the Trustee conferred on them
        by
        such appointment, but the Trustee will continue to be responsible for its
        obligations under this agreement.

       

      8.2
        Liability 

      (a)           In
        performing its obligations under this agreement, the Trustee will be liable
        for
        its own negligence or misconduct, except that the Trustee will not be
        liable for

      ·      an
        error of judgment by a Responsible Officer of the Trustee, unless the Trustee
        was negligent in ascertaining the pertinent facts;

      ·      an
        action by the Trustee believed by it to be permitted under this agreement;
        and

      ·      an
        action taken in accordance with the direction of the holders of the Required
        Amount of certificates relating to the time, method and place of conducting
        any
        proceeding for any remedy available to the Trustee, or exercising any trust
        or
        power conferred upon the Trustee, under this agreement.

      (b)        The
        Trustee may consult with counsel, and an opinion of counsel will be full
        and
        complete authorization and protection for any action by the Trustee taken
        under
        this agreement in accordance with such opinion.

      (c)        The
        Trustee will not be responsible for the selection of the Mortgage Note Custodian
        or any, Paying Agent, Certificate Registrar, or Authenticating Agent, nor
        for
        their performance of their obligations under this agreement, the Mortgage
        Note
        Custodial Agreement, or any other applicable agreement.

       

      8.3
        Trustee not liable for certificates or mortgage loans

      The
        recitals contained herein and in the certificates (other than the certification
        of authentication on the certificates) will be taken as the statements of
        CitiMortgage, and the Trustee assumes no responsibility for the correctness
        of
        the same. The Trustee makes no representations as to the validity or sufficiency
        of this agreement, the Mortgage Note Custodial Agreement or of the certificates
        (other than the certification of authentication on the certificates) or of
        any
        mortgage loan or related document. The Trustee will not be accountable for
        the
        use or application by CitiMortgage of any of the certificates or of the proceeds
        of such certificates or for the use or application of any funds paid to
        CitiMortgage in respect of the mortgage loans or deposited in or withdrawn
        from
        the certificate account or servicing account by CitiMortgage. The Trustee
        will
        have no liability for any losses incurred as a result of

      ·      any
        failure of the Trust Fund to qualify as the specified separate constituent
        REMICs,

      ·      any
        termination, inadvertent or otherwise, of the status of the Trust Fund as
        the
        specified separate constituent REMICs,

      ·      any
        tax on prohibited transactions imposed by Internal Revenue Code Section
        860F(a)(1),

      ·      any
        tax on net income from foreclosure property imposed by Internal Revenue Code
        Section 860G(c),

      ·      any
        tax on contributions to any constituent REMIC after the startup day imposed
        by
        Internal Revenue Code Section 860G(d),


      
        
          
          

        

        
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      ·      any
        erroneous calculation or determination or any act or omission of CitiMortgage
        hereunder or

      ·      any
        erroneous information included in any federal, state or local income tax
        or
        information return prepared pursuant to section 3.16;

      provided,
        that the Trustee will not be excused hereby from liability for its own
        negligence, bad faith or failure to perform its duties as specified
        herein.

       

      8.4
        Trustee may own certificates

      The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of one or more of the certificates with the same rights as it would have
        if it
        were not Trustee and may otherwise deal with CitiMortgage or any of its
        affiliates as if it were not the Trustee.

       

      8.5
        Trustee’s fees and expenses

      The
        Trustee’s fees and expenses (and those of any co-trustee appointed pursuant to
        section 8.10), and of any Certificate Registrar, Mortgage Note Custodian,
        Depository, Paying Agent, Authenticating Agent appointed pursuant to section
        8.12, and agent of the Trustee appointed pursuant to section 8.2(g), will
        be
        paid by CitiMortgage, as servicer, in accordance with section 3.9(a). Citibank,
        N.A., as Paying Agent, has agreed to a fee of $3,000 a year. CitiMortgage
        will
        also pay any expenses associated with the resignation or removal of the Trustee
        and the appointment of a successor Trustee.

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

      The
        Trustee and each Certificate Registrar, Mortgage Note Custodian, Depository,
        Paying Agent, Authenticating Agent and any agent appointed pursuant to section
        8.2 are entitled to indemnification from CitiMortgage, as servicer or master
        servicer, and will be held harmless against any loss, liability or expense
        incurred without negligence or bad faith on their part, arising out of or
        in
        connection with the acceptance or administration of the trust or trusts
        hereunder, including the costs and expenses of defending themselves against
        any
        claim or liability in connection with the exercise or performance of any
        of
        their powers or duties hereunder. Such indemnification will survive the payment
        of the certificates and termination of the Trust Fund, as well as the
        resignation or removal of CitiMortgage as servicer (if such action which
        caused
        the need for the indemnification occurred while CitiMortgage acted as servicer),
        and for purposes of such indemnification neither the negligence nor bad faith
        of
        any of the entities enumerated in the preceding sentence, nor of any Mortgage
        Note


      
        
          
          

        

        
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      Custodian,
        will be imputed to, or adversely affect, the right of any other entity
        enumerated in the preceding sentence to be entitled to
        indemnification.

       

      8.6
        Eligibility requirements for Trustee

      The
        Trustee hereunder will at all times be a corporation or a national banking
        association, other than an affiliate of CitiMortgage, having its principal
        office in, and organized and doing business under the laws of, the United
        States
        of America or a state thereof, authorized under such laws to exercise corporate
        trust powers, having a combined capital and surplus of at least $30 million,
        and
        subject to supervision or examination by federal or state authority. If such
        corporation or national banking association publishes reports of condition
        at
        least annually, pursuant to law or to the requirements of the aforesaid
        supervising or examining authority, then for the purposes of this section
        8.6,
        the combined capital and surplus of such corporation or national banking
        association will be deemed to be its combined capital and surplus as set
        forth
        in its most recent report of condition so published. If the Trustee ceases
        to be
        eligible in accordance with the provisions of this section 8.6, the Trustee
        will
        resign immediately in the manner and with the effect specified in section
        8.7.

       

      8.7
        Resignation or removal of Trustee

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

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

      The
        Trustee may also be removed (i) by CitiMortgage, (a) if the Trustee ceases
        to be
        eligible to continue as such under this agreement or if the Trustee becomes
        insolvent, (b) if the Trustee breaches any of its duties under this agreement
        which materially adversely affects the certificate holders, (c) if through
        the
        performance or nonperformance of certain actions by the Trustee, the rating
        assigned to the certificates would be lowered or (d) if the credit rating
        of the
        Trustee is downgraded to a level which would result in the rating assigned
        to
        the certificates to be lowered; or (ii) by the holders of certificates
        evidencing more than 50% of the voting interest of the certificates then
        outstanding and more than 50% of the percentage interests of the residual
        certificates.

      Any
        resignation or removal of the Trustee and appointment of a
        successor


      
        
          
          

        

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

       

      8.8
        Successor trustee

      Any
        successor Trustee appointed as provided in section 8.7 will execute, acknowledge
        and deliver to CitiMortgage and to its predecessor Trustee an instrument
        accepting such appointment hereunder, and thereupon the resignation or removal
        of the predecessor Trustee will become effective and such successor Trustee,
        without any further act, deed or conveyance, will become fully vested with
        all
        the rights, powers, duties and obligations of its predecessor hereunder with
        like effect as if originally named as Trustee. The predecessor Trustee will
        deliver to the successor Trustee all mortgage files and related documents
        and
        statements held by it hereunder; and, if any mortgage notes are then held
        by the
        Mortgage Note Custodian pursuant to a Mortgage Note Custodial Agreement,
        the
        predecessor Trustee and the Mortgage Note Custodian will amend such Mortgage
        Note Custodial Agreement to make the successor Trustee the successor to the
        predecessor Trustee thereunder; and CitiMortgage and the predecessor Trustee
        will execute and deliver such instruments and do other such things as may
        reasonably be required for fully and certainly vesting and confirming in
        the
        successor Trustee all such rights, powers, duties and obligations.

      No
        successor Trustee will accept appointment as provided in this section 8.8
        unless
        at the time of such acceptance such successor Trustee will be eligible under
        the
        provisions of section 8.6.

      Upon
        acceptance of appointment by a successor Trustee as provided in this section
        8.8, CitiMortgage will mail notice of the succession of such Trustee hereunder
        to all holders of certificates at their addresses as shown in the Certificate
        Register, and to any Insurer. If CitiMortgage fails to mail such notice within
        10 days after acceptance of appointment by the successor Trustee, the successor
        Trustee will cause such notice to be mailed at the expense of
        CitiMortgage.

       

      8.9
        Merger or consolidation of Trustee

      Any
        corporation or national banking association into which the Trustee may be
        merged
        or converted or with which it may be consolidated, or any corporation or
        national banking association resulting from any merger, conversion or
        consolidation to which the Trustee will be a party, or any corporation or
        national banking association succeeding to all or substantially all of the
        corporate trust business of the Trustee, will be the successor of the Trustee
        hereunder, provided such corporation or national banking association will
        be
        eligible under the provisions of section 8.6, without the execution or filing
        of
        any paper or any further act on the part of any of the parties hereto, anything
        herein to the contrary notwithstanding.

       

      8.10
        Appointment of co-trustee or separate trustee

      Notwithstanding
        any other provisions of this agreement, for the purpose of meeting any legal
        requirements of any jurisdiction in which any part of the Trust Fund or property
        securing any mortgage note may at the time be located, CitiMortgage and the
        Trustee acting jointly will have the power and will execute and deliver all
        instruments to appoint one or more persons approved by the Trustee to act
        as
        co-trustee or co-trustees jointly with the Trustee, or separate trustee or
        separate trustees, of all or any part of the Trust Fund, and to vest in such
        person or persons, in such capacity and for the benefit of the certificate
        holders and any


      
        
          
          

        

        
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      Insurer,
        such title to the Trust Fund, or any part thereof, and, subject to the other
        provisions of this section 8.10, such powers, duties, obligations, rights
        and
        trusts as CitiMortgage and the Trustee may consider necessary and desirable.
        If
        CitiMortgage will not have joined in such appointment within 15 days after
        the
        receipt by it of a request so to do, or in the case an Event of Default will
        have occurred and be continuing, the Trustee alone will have the power to
        make
        such appointment. No co-trustee or separate trustee hereunder will be required
        to meet the terms of eligibility as a successor trustee under section 8.6
        and no
        notice to the certificate holders of the appointment of any co-trustee or
        separate trustee will be required under section 8.8.

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

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

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

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

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

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


      
        
          
          

        

        
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      8.11
        Tax returns

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

       

      8.12
        Appointment of authenticating agent

      As
        long
        as any of the certificates remain outstanding the Trustee may appoint an
        Authenticating Agent or Agents (which may include CitiMortgage or any of
        its
        affiliates) which will be authorized to act on behalf of the Trustee to
        authenticate certificates, and certificates so authenticated will be entitled
        to
        the benefit of this agreement and will be valid and obligatory for all purposes
        as if authenticated by the Trustee hereunder. Wherever reference made in
        this
        agreement to the authentication and delivery of certificates by the Trustee
        or
        the Trustee’s certification of authentication, such reference will be deemed to
        include authentication and delivery on behalf of the Trustee by an
        Authenticating Agent and a certification of authentication executed on behalf
        of
        the Trustee by an Authenticating Agent. Each Authenticating Agent will be
        acceptable to CitiMortgage and will at all times be a corporation or national
        banking association organized and doing business under the laws of the United
        States of America, any state thereof or the District of Columbia, authorized
        under such laws to act as Authenticating Agent, having a combined capital
        and
        surplus of not less than $15 million, authorized under such laws to conduct
        a
        trust business and subject to supervision or examination by federal or state
        authority. If such Authenticating Agent publishes reports of condition at
        least
        annually, pursuant to law or to the requirements of said supervising or
        examining authority, then for the purposes of this section 8.12, the combined
        capital and surplus of such Authenticating Agent will be deemed to be its
        combined capital and surplus as set forth in its most recent report of condition
        so published. If an Authenticating Agent ceases to be eligible in accordance
        with the provisions of this section 8.12, such Authenticating Agent will
        resign
        immediately in the manner and with the effect specified in this section
        8.12.

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

      An
        Authenticating Agent may resign by giving written notice thereof to the Trustee
        and to CitiMortgage. The Trustee may terminate the agency of an Authenticating
        Agent by giving written notice thereof to such Authenticating Agent and to
        CitiMortgage. Upon receiving such a notice of resignation or upon such a
        termination, or if the Authenticating Agent ceases to be eligible in accordance
        with the provisions of this section 8.12, the Trustee may appoint a successor
        acceptable to CitiMortgage and


      
        
          
          

        

        
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      will
        mail
        written notice of such appointment by first-class mail, postage prepaid to
        all
        certificate holders as their names and addresses appear in the Certificate
        Register, and to any Insurer. Any successor Authenticating Agent upon acceptance
        of its appointment hereunder will become vested with all the rights, powers
        and
        duties of its predecessor hereunder, with like effect as if originally named
        as
        an Authenticating Agent herein. No successor Authenticating Agent will be
        appointed unless eligible under the provisions of this section
        8.12.

      Any
        reasonable compensation paid to an Authenticating Agent for its services
        under
        this section 8.12 will be a reimbursable expense pursuant to section 8.5
        if paid
        by the Trustee.

      If
        an
        appointment is made pursuant to this section 8.12, the certificates may have
        endorsed thereon, in addition to the Trustee’s certification of authentication,
        an alternate certification of authentication in the following form:

      “This
        is
        one of the certificates referred to in the within-mentioned
        Agreement.

      _______________

            As
        Trustee

      


      By_______________________

              Authenticating
        Agent

      


      By_______________________

              Authenticating
        Signature”

       

      9
        Termination

       

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

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

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

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

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

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

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

      ·      any
        other condition set forth in the Series Terms.

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

      ·      100%
        of the unpaid principal balance of each mortgage loan on the first day of
        the
        month of repurchase (after giving effect to payments of principal due on
        such
        first day)


      
        
          
          

        

        
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      ·      plus
        accrued interest at the pass-through rate for each mortgage loan to but not
        including the first day of the month in the month in which the related
        distribution is made to certificate holders, after the deduction of (x)
        unreimbursed voluntary advances, affiliated Paying Agent advances, third-party
        Paying Agent advances, and advance account advances (other than such payments
        and advances in respect of interest in excess of the pass-through rate on
        the
        mortgage loans) made prior to the month of repurchase, whereupon such voluntary
        advances, affiliated Paying Agent advances, third-party Paying Agent advances
        and advance account advances will be reimbursed to the Paying Agent or deemed
        reimbursed to CitiMortgage, as the case may be, by such deductions, and (y)
        the
        aggregate amount of any non-supported prepayment interest shortfalls for
        the
        distribution day in the month of such repurchase, and

      ·      the
        appraised value of any acquired property in the Trust Fund (less the good
        faith
        estimate of CitiMortgage of liquidation expenses to be incurred in connection
        with its disposal thereof), such appraisal to be conducted by an appraiser
        mutually agreed upon by CitiMortgage and the Trustee.

      Notwithstanding
        anything to the contrary in this section 9.1, if the purchase price of the
        mortgage loans under clause (a) above would be less than the aggregate fair
        market value of the mortgage loans on the first day of the month of repurchase
        (after giving effect to payments of principal due on such first day), then
        CMSI
        may so repurchase the mortgage loans only if the repurchase would be permitted
        under then-applicable risk-based capital rules applicable to securitizations
        treated as sales.

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

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

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

      
        	
                ·

              	
                the
                  distribution day upon which final payment of the certificates will
                  be
                  made

              


      


      
        
          
          

        

        
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      upon
        presentation and surrender of the certificates at the office of the Paying
        Agent
        designated in the notice,

      
        	
                ·

              	
                the
                  amount of the final distribution,
                  and

              


      

      
        	
                ·

              	
                that
                  the record date otherwise applicable to such distribution day will
                  not
                  apply, and that distributions will be made only upon presentation
                  and
                  surrender of the certificates at the designated office of the Paying
                  Agent.

              


      

      CMSI
        will
        give such notice to the Trustee and, if applicable, the Certificate Registrar,
        the Mortgage Note Custodian, and the Paying Agent at the time the notice
        is
        given to the certificate holders.

      If
        such
        notice is given, CMSI will deposit in the certificate account or the account
        designated by the Paying Agent, on the business day preceding the distribution
        day for the final distribution, an amount equal to the final distribution
        on the
        certificates. Upon certification to the Trustee by an Authorized Officer
        of CMSI
        following such final deposit, and delivery by CMSI of an opinion of counsel
        to
        the effect that all conditions set forth in this section 9.1 have been met,
        the
        Trustee will promptly direct the Mortgage Note Custodian and CitiMortgage
        to
        release the related mortgage file to CMSI.

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

       

      10
General
        provisions

       

      10.1
        Amendments

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

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

      ·      to
        add provisions not inconsistent with this agreement,

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

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

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

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

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

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

      1      the
        holders of 2/3 of the certificates,


      
        
          
          

        

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

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

      Approval
        will be by percentage interest for residual certificates and by principal
        balance for all other certificates.

      In
        connection with any such amendment, CMSI or CitiMortgage will deliver an
        opinion
        of counsel acceptable to the Trustee (x) identifying any class of certificates
        that may be affected materially and adversely by the amendment in a way that
        is
        different from the other affected classes (or stating that there is no such
        differently affected class) and (y) identifying any class whose certificate
        holders would not be materially adversely affected by such
        amendment.

      Notwithstanding
        the foregoing, no amendment will, without the consent of the holders of all
        the
        outstanding certificates

      ·      reduce
        or delay collections or payments received on mortgage loans or distributions
        to
        be made on any certificate, or

      ·      
        reduce the proportion required to consent to any such amendment.

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

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

       

      10.2
        Recordation of Agreement

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

       

      10.3
        Limitation on rights of certificate holders

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

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


      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      


      third
        person for any action taken by the parties to this agreement pursuant to
        its
        provisions.

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

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

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

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

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

       

      10.4
        Governing law

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

       

      10.5
        Maintenance of REMICs

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

       

      10.6
        Notices

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

       

      10.7
        Severability of provisions

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

       

      10.8
        Assignment

      Notwithstanding
        anything to the contrary in this agreement, except as provided in sections
        4.2,
        4.3 and 4.5, CMSI or


      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      


      CitiMortgage
        may not assign this agreement without the prior consent of the Trustee and
        the
        holders of 2/3 of the outstanding certificates and 2/3 of the percentage
        interests of the outstanding residual certificates.

       

      10.9
        Certificates nonassessable and fully paid

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

       

      11
        Depositories

       

      11.1
        Depositories

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

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

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

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

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

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

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

      (C)
        (i)
        cause the Depository to pledge securities in the manner provided by applicable
        law or (ii) pledge or cause to be pledged securities, which will be held
        by the
        Trustee or its agent free and clear of the lien of any third party, in a
        manner
        conferring on the Trustee a perfected first lien and otherwise reasonably
        satisfactory to the Trustee; such pledge in either case to secure the
        Depository’s performance of its obligations in respect of the certificate
        account, buydown account, escrow account, custodial accounts for P&I or
        servicing


      
        
          
          

        

        
          109

          
            

          

        

        
          
          

        

      


      account
        to the extent, if any, that such obligation is not fully insured by the FDIC;
        provided, however, that prior to the day a Depository or
        CitiMortgage, as the case may be, pledges securities pursuant to this subsection
        (C), CitiMortgage, any Insurer and the Trustee have received the written
        assurance of each rating agency that the pledging of such securities and
        any
        arrangements or agreements relating thereto will not result in a reduction
        or
        withdrawal of the then-current rating of the certificates (for any insured
        class
        certificates, without reference to any certificate insurance
        policy),

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

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

      (F)
        make
        such other arrangements as to which CitiMortgage, any Insurer and the Trustee
        have received prior written assurance from each rating agency that such
        arrangement will not result in a reduction or withdrawal of the then-current
        rating on the certificates.

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

      




      
        
          
          

        

        
          110

          
            

          

        

        
          
          

        

      


      


       

      SIGNATURES
        AND ACKNOWLEDGMENTS

      Citicorp
        Mortgage Securities, Inc.

      


      


      


      By:           /s/
        David L. Hicks                                                          

      David
        L.
        Hicks

      Assistant
        Vice President

      


      


      


      


      
        	
                State
                  of Missouri

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of St. Charles

              	
                )

              


      

      


      On
        the
        25th day of May 2007 before me, a notary public in and for the State of
        Missouri, personally appeared David L. Hicks, known to me who, being by me
        duly
        sworn, did depose and say that he is Assistant Vice President of Citicorp
        Mortgage Securities, Inc., one of the parties that executed the foregoing
        instrument; and that he signed his name thereto by authority of the Board
        of
        Directors of said corporation.

      


      


      


      


      /s/
        Margaret M. Jackovac                                                          

      Notary
        Public

      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          111

          
            

          

        

        
          
          

        

      


      CitiMortgage,
        Inc.

      


      


      


      By:           /s/
        Deborah A. Snow                                                          

      Deborah
        A. Snow

      Vice
        President

      


      


      


      


      
        	
                State
                  of Missouri

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of St. Charles

              	
                )

              


      

      


      On
        the
        25th day of May 2007 before me, a notary public in and for the State of
        Missouri, personally appeared Deborah A. Snow, known to me who, being by
        me duly
        sworn, did depose and say that she is Vice President of CitiMortgage, Inc.,
        one
        of the parties that executed the foregoing instrument; and that she signed
        her
        name thereto by authority of the Board of Directors of said
        corporation.

      


      


      


      


      /s/
        Margaret M. Jackovac                                                          

      Notary
        Public

      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          112

          
            

          

        

        
          
          

        

      


      U.S.
        Bank National Association,

      in
        its
        individual capacity and as Trustee

      


      


      


      By:           /s/
        Maryellen Hunter    

                         Maryellen
        Hunter

      Assistant
        Vice President

      


      


      


      
        	
                Commonwealth
                  of Massachusetts

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of Suffolk

              	
                )

              


      

      


      On
        the
        25th day of May 2007 before me, a notary public in and for the Commonwealth
        of
        Massachusetts, personally appeared Maryellen Hunter known to me who, being
        by me
        duly sworn, did depose and say that he/she is Assistant Vice President of
        U.S.
        Bank National Association, a national banking association, one of the parties
        that executed the foregoing instrument; and that he/she signed his/her name
        thereto by authority of the Board of Directors of said bank.

      


      


      


      


      /s/
        Alfred E. Charette, III                                                          

      Notary
        Public

      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          113

          
            

          

        

        
          
          

        

      


      Citibank,
        N.A.,

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

      


      


      


      By:           /s/
        Nancy Forte                                               

        
Nancy
        Forte

      Assistant
        Vice President

      


      


      


      
        	
                State
                  of New York

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of New York

              	
                )

              


      

      


      On
        the
        25th day of May 2007 before me, a notary public in and for the State of New
        York, personally appeared Nancy Forte known to me who, being by me duly sworn,
        did depose and say that he/she is Assistant Vice President of Citibank, N.A.,
        a
        national banking association, one of the parties that executed the foregoing
        instrument; and that he/she signed his/her name thereto by authority of the
        Board of Directors of said bank.

      


      


      


      


      /s/
        Christopher R. Becker                                                          

      Notary
        Public

      


      


      [Notarial
        Seal]

      




      
        
          
          

        

        
          114

          
            

          

        

        
          
          

        

      


      SCHEDULE
        1

       

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF
        COMPLIANCE

      


      


      
        	
                Regulation
                  AB reference

                 

              	
                 

                Servicing
                  criteria

                 

              	
                Responsible
                  person(s)

                 

              
	 	
                 

                General
                  servicing considerations

                 

              	 
	
                1122(d)(1)(i)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(1)(ii)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(1)(iii)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(1)(iv)

                 

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

                 

              	
                CitiMortgage

                 

              
	 	
                 

                Cash
                  collection and administration

                 

              	 
	
                1122(d)(2)(i)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(2)(ii)

                 

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

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(2)(iii)

                 

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

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(2)(iv)

                 

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

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              


      

      


      Schedule
        1-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                1122(d)(2)(v)

                 

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

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(2)(vi)

                 

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(2)(vii)

                 

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

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	 	
                 

                Investor
                  remittances and reporting

                 

              	 
	
                1122(d)(3)(i)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(3)(ii)

                 

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

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(3)(iii)

                 

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

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(3)(iv)

                 

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

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              


      

      


      Schedule
        1-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                 

                Pool
                  asset administration

                 

              	 
	
                1122(d)(4)(i)

                 

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

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Custodian

                 

              
	
                1122(d)(4)(ii)

                 

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

                 

              	
                Citibank,
                  N.A., as Custodian

                 

              
	
                1122(d)(4)(iii)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(iv)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(v)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(vi)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(vii)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(viii)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(ix)

                 

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

                 

              	
                CitiMortgage

                 

              


      

      


      Schedule
        1-3


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                1122(d)(4)(x)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(xi)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(xii)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(xiii)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(xiv)

                 

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

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(xv)

                 

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

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      Schedule
        1-4


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        PAC

       

      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-8
                  through IA-11

                aggregate
                  planned balance

              
	
                Initial

              	
                $308,364,853.00

              
	
                June
                  2007

              	
                307,707,632.79

              
	
                July
                  2007

              	
                306,895,538.85

              
	
                August
                  2007

              	
                305,928,700.17

              
	
                September
                  2007

              	
                304,807,343.99

              
	
                October
                  2007

              	
                303,531,795.94

              
	
                November
                  2007

              	
                302,102,480.12

              
	
                December
                  2007

              	
                300,519,919.13

              
	
                January
                  2008

              	
                298,784,733.86

              
	
                February
                  2008

              	
                296,897,643.30

              
	
                March
                  2008

              	
                294,859,464.22

              
	
                April
                  2008

              	
                292,671,110.69

              
	
                May
                  2008

              	
                290,333,593.54

              
	
                June
                  2008

              	
                287,848,019.73

              
	
                July
                  2008

              	
                285,215,591.57

              
	
                August
                  2008

              	
                282,437,605.88

              
	
                September
                  2008

              	
                279,515,453.02

              
	
                October
                  2008

              	
                276,450,615.82

              
	
                November
                  2008

              	
                273,244,668.41

              
	
                December
                  2008

              	
                269,899,274.97

              
	
                January
                  2009

              	
                266,416,188.37

              
	
                February
                  2009

              	
                262,797,248.69

              
	
                March
                  2009

              	
                259,044,381.66

              
	
                April
                  2009

              	
                255,159,597.02

              
	
                May
                  2009

              	
                251,144,986.78

              
	
                June
                  2009

              	
                247,002,723.39

              
	
                July
                  2009

              	
                242,735,057.78

              
	
                August
                  2009

              	
                238,344,317.39

              
	
                September
                  2009

              	
                233,832,904.07

              
	
                October
                  2009

              	
                229,208,994.49

              
	
                November
                  2009

              	
                224,615,693.76

              
	
                December
                  2009

              	
                220,052,804.66

              
	
                January
                  2010

              	
                215,520,131.20

              
	
                February
                  2010

              	
                211,017,478.71

              
	
                March
                  2010

              	
                206,544,653.76

              
	
                April
                  2010

              	
                202,101,464.20

              
	
                May
                  2010

              	
                197,687,719.12

              
	
                June
                  2010

              	
                193,303,228.87

              
	
                July
                  2010

              	
                188,947,805.02

              
	
                August
                  2010

              	
                184,621,260.37

              
	
                September
                  2010

              	
                180,323,408.95

              
	
                October
                  2010

              	
                176,054,066.00

              
	
                November
                  2010

              	
                171,813,047.97

              


      

      


      Schedule
        PAC page 1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-8
                  through IA-11

                aggregate
                  planned balance

              
	
                December
                  2010

              	
                167,600,172.49

              
	
                January
                  2011

              	
                163,415,258.39

              
	
                February
                  2011

              	
                159,258,125.69

              
	
                March
                  2011

              	
                155,128,595.57

              
	
                April
                  2011

              	
                151,026,490.39

              
	
                May
                  2011

              	
                146,951,633.66

              
	
                June
                  2011

              	
                142,903,850.04

              
	
                July
                  2011

              	
                138,882,965.35

              
	
                August
                  2011

              	
                134,888,806.53

              
	
                September
                  2011

              	
                130,921,201.64

              
	
                October
                  2011

              	
                126,979,979.90

              
	
                November
                  2011

              	
                123,064,971.62

              
	
                December
                  2011

              	
                119,176,008.21

              
	
                January
                  2012

              	
                115,312,922.20

              
	
                February
                  2012

              	
                111,475,547.20

              
	
                March
                  2012

              	
                107,663,717.92

              
	
                April
                  2012

              	
                103,877,270.13

              
	
                May
                  2012

              	
                100,116,040.70

              
	
                June
                  2012

              	
                96,819,279.81

              
	
                July
                  2012

              	
                93,546,805.48

              
	
                August
                  2012

              	
                90,298,459.40

              
	
                September
                  2012

              	
                87,074,084.33

              
	
                October
                  2012

              	
                83,873,524.05

              
	
                November
                  2012

              	
                80,696,623.35

              
	
                December
                  2012

              	
                77,543,228.06

              
	
                January
                  2013

              	
                74,413,185.03

              
	
                February
                  2013

              	
                71,306,342.12

              
	
                March
                  2013

              	
                68,222,548.17

              
	
                April
                  2013

              	
                65,161,653.03

              
	
                May
                  2013

              	
                62,123,507.56

              
	
                June
                  2013

              	
                59,217,819.87

              
	
                July
                  2013

              	
                56,333,919.43

              
	
                August
                  2013

              	
                53,471,661.48

              
	
                September
                  2013

              	
                50,630,902.21

              
	
                October
                  2013

              	
                47,811,498.78

              
	
                November
                  2013

              	
                45,034,644.59

              
	
                December
                  2013

              	
                42,329,248.26

              
	
                January
                  2014

              	
                39,693,765.12

              
	
                February
                  2014

              	
                37,126,681.94

              
	
                March
                  2014

              	
                34,626,516.31

              
	
                April
                  2014

              	
                32,191,816.08

              
	
                May
                  2014

              	
                29,821,158.69

              
	
                June
                  2014

              	
                28,081,082.15

              
	
                July
                  2014

              	
                26,390,308.25

              
	
                August
                  2014

              	
                24,747,682.82

              


      

      


      Schedule
        PAC page 2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-8
                  through IA-11

                aggregate
                  planned balance

              
	
                September
                  2014

              	
                23,152,076.55

              
	
                October
                  2014

              	
                21,602,384.48

              
	
                November
                  2014

              	
                20,097,525.48

              
	
                December
                  2014

              	
                18,636,441.80

              
	
                January
                  2015

              	
                17,218,098.53

              
	
                February
                  2015

              	
                15,841,483.16

              
	
                March
                  2015

              	
                14,505,605.13

              
	
                April
                  2015

              	
                13,209,495.35

              
	
                May
                  2015

              	
                11,952,205.75

              
	
                June
                  2015

              	
                11,221,044.97

              
	
                July
                  2015

              	
                10,512,710.88

              
	
                August
                  2015

              	
                9,826,617.64

              
	
                September
                  2015

              	
                9,162,193.08

              
	
                October
                  2015

              	
                8,518,878.41

              
	
                November
                  2015

              	
                7,896,127.90

              
	
                December
                  2015

              	
                7,293,408.61

              
	
                January
                  2016

              	
                6,710,200.12

              
	
                February
                  2016

              	
                6,145,994.22

              
	
                March
                  2016

              	
                5,600,294.66

              
	
                April
                  2016

              	
                5,072,616.89

              
	
                May
                  2016

              	
                4,562,487.77

              
	
                June
                  2016

              	
                4,469,441.07

              
	
                July
                  2016

              	
                4,378,264.94

              
	
                August
                  2016

              	
                4,288,922.14

              
	
                September
                  2016

              	
                4,201,376.17

              
	
                October
                  2016

              	
                4,115,591.23

              
	
                November
                  2016

              	
                4,031,532.26

              
	
                December
                  2016

              	
                3,949,164.88

              
	
                January
                  2017

              	
                3,868,455.37

              
	
                February
                  2017

              	
                3,789,370.71

              
	
                March
                  2017

              	
                3,711,878.52

              
	
                April
                  2017

              	
                3,635,947.06

              
	
                May
                  2017

              	
                3,557,946.39

              
	
                June
                  2017

              	
                3,481,565.42

              
	
                July
                  2017

              	
                3,406,771.21

              
	
                August
                  2017

              	
                3,333,531.47

              
	
                September
                  2017

              	
                3,261,814.56

              
	
                October
                  2017

              	
                3,191,589.48

              
	
                November
                  2017

              	
                3,122,825.84

              
	
                December
                  2017

              	
                3,055,493.87

              
	
                January
                  2018

              	
                2,989,564.40

              
	
                February
                  2018

              	
                2,925,008.84

              
	
                March
                  2018

              	
                2,861,799.17

              
	
                April
                  2018

              	
                2,799,907.95

              
	
                May
                  2018

              	
                2,739,308.28

              


      

      


      Schedule
        PAC page 3


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-8
                  through IA-11

                aggregate
                  planned balance

              
	
                June
                  2018

              	
                2,679,973.80

              
	
                July
                  2018

              	
                2,621,878.69

              
	
                August
                  2018

              	
                2,564,997.63

              
	
                September
                  2018

              	
                2,509,305.83

              
	
                October
                  2018

              	
                2,454,778.98

              
	
                November
                  2018

              	
                2,401,393.28

              
	
                December
                  2018

              	
                2,349,125.40

              
	
                January
                  2019

              	
                2,297,952.47

              
	
                February
                  2019

              	
                2,247,852.10

              
	
                March
                  2019

              	
                2,198,802.33

              
	
                April
                  2019

              	
                2,150,781.66

              
	
                May
                  2019

              	
                2,103,769.01

              
	
                June
                  2019

              	
                2,057,743.73

              
	
                July
                  2019

              	
                2,012,685.60

              
	
                August
                  2019

              	
                1,968,574.78

              
	
                September
                  2019

              	
                1,925,391.85

              
	
                October
                  2019

              	
                1,883,117.78

              
	
                November
                  2019

              	
                1,841,733.92

              
	
                December
                  2019

              	
                1,801,222.00

              
	
                January
                  2020

              	
                1,761,564.11

              
	
                February
                  2020

              	
                1,722,742.71

              
	
                March
                  2020

              	
                1,684,740.61

              
	
                April
                  2020

              	
                1,647,540.98

              
	
                May
                  2020

              	
                1,611,127.31

              
	
                June
                  2020

              	
                1,575,483.44

              
	
                July
                  2020

              	
                1,540,593.52

              
	
                August
                  2020

              	
                1,506,442.04

              
	
                September
                  2020

              	
                1,473,013.79

              
	
                October
                  2020

              	
                1,440,293.88

              
	
                November
                  2020

              	
                1,408,267.70

              
	
                December
                  2020

              	
                1,376,920.96

              
	
                January
                  2021

              	
                1,346,239.64

              
	
                February
                  2021

              	
                1,316,210.01

              
	
                March
                  2021

              	
                1,286,818.64

              
	
                April
                  2021

              	
                1,258,052.33

              
	
                May
                  2021

              	
                1,229,898.18

              
	
                June
                  2021

              	
                1,202,343.55

              
	
                July
                  2021

              	
                1,175,376.03

              
	
                August
                  2021

              	
                1,148,983.49

              
	
                September
                  2021

              	
                1,123,154.04

              
	
                October
                  2021

              	
                1,097,876.01

              
	
                November
                  2021

              	
                1,073,138.00

              
	
                December
                  2021

              	
                1,048,928.82

              
	
                January
                  2022

              	
                1,025,237.52

              
	
                February
                  2022

              	
                1,002,053.35

              


      

      


      Schedule
        PAC page 4


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-8
                  through IA-11

                aggregate
                  planned balance

              
	
                March
                  2022

              	
                979,365.80

              
	
                April
                  2022

              	
                957,164.57

              
	
                May
                  2022

              	
                935,439.56

              
	
                June
                  2022

              	
                914,180.89

              
	
                July
                  2022

              	
                893,378.87

              
	
                August
                  2022

              	
                873,024.01

              
	
                September
                  2022

              	
                853,107.01

              
	
                October
                  2022

              	
                833,618.76

              
	
                November
                  2022

              	
                814,550.35

              
	
                December
                  2022

              	
                795,893.02

              
	
                January
                  2023

              	
                777,638.23

              
	
                February
                  2023

              	
                759,777.58

              
	
                March
                  2023

              	
                742,302.85

              
	
                April
                  2023

              	
                725,206.00

              
	
                May
                  2023

              	
                708,479.14

              
	
                June
                  2023

              	
                692,114.55

              
	
                July
                  2023

              	
                676,104.65

              
	
                August
                  2023

              	
                660,442.05

              
	
                September
                  2023

              	
                645,119.47

              
	
                October
                  2023

              	
                630,129.81

              
	
                November
                  2023

              	
                615,466.10

              
	
                December
                  2023

              	
                601,121.51

              
	
                January
                  2024

              	
                587,089.37

              
	
                February
                  2024

              	
                573,363.11

              
	
                March
                  2024

              	
                559,936.33

              
	
                April
                  2024

              	
                546,802.75

              
	
                May
                  2024

              	
                533,956.21

              
	
                June
                  2024

              	
                521,390.68

              
	
                July
                  2024

              	
                509,100.26

              
	
                August
                  2024

              	
                497,079.16

              
	
                September
                  2024

              	
                485,321.73

              
	
                October
                  2024

              	
                473,822.40

              
	
                November
                  2024

              	
                462,575.75

              
	
                December
                  2024

              	
                451,576.46

              
	
                January
                  2025

              	
                440,819.30

              
	
                February
                  2025

              	
                430,299.18

              
	
                March
                  2025

              	
                420,011.08

              
	
                April
                  2025

              	
                409,950.12

              
	
                May
                  2025

              	
                400,111.49

              
	
                June
                  2025

              	
                390,490.49

              
	
                July
                  2025

              	
                381,082.52

              
	
                August
                  2025

              	
                371,883.07

              
	
                September
                  2025

              	
                362,887.73

              
	
                October
                  2025

              	
                354,092.17

              
	
                November
                  2025

              	
                345,492.16

              


      

      


      Schedule
        PAC page 5


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-8
                  through IA-11

                aggregate
                  planned balance

              
	
                December
                  2025

              	
                337,083.54

              
	
                January
                  2026

              	
                328,862.26

              
	
                February
                  2026

              	
                320,824.33

              
	
                March
                  2026

              	
                312,965.86

              
	
                April
                  2026

              	
                305,283.04

              
	
                May
                  2026

              	
                297,772.12

              
	
                June
                  2026

              	
                290,429.45

              
	
                July
                  2026

              	
                283,251.44

              
	
                August
                  2026

              	
                276,234.58

              
	
                September
                  2026

              	
                269,375.43

              
	
                October
                  2026

              	
                262,670.63

              
	
                November
                  2026

              	
                256,116.88

              
	
                December
                  2026

              	
                249,710.95

              
	
                January
                  2027

              	
                243,449.68

              
	
                February
                  2027

              	
                237,329.97

              
	
                March
                  2027

              	
                231,348.80

              
	
                April
                  2027

              	
                225,503.18

              
	
                May
                  2027

              	
                219,790.22

              
	
                June
                  2027

              	
                214,207.06

              
	
                July
                  2027

              	
                208,750.93

              
	
                August
                  2027

              	
                203,419.08

              
	
                September
                  2027

              	
                198,208.84

              
	
                October
                  2027

              	
                193,117.61

              
	
                November
                  2027

              	
                188,142.81

              
	
                December
                  2027

              	
                183,281.93

              
	
                January
                  2028

              	
                178,532.52

              
	
                February
                  2028

              	
                173,892.17

              
	
                March
                  2028

              	
                169,358.53

              
	
                April
                  2028

              	
                164,929.28

              
	
                May
                  2028

              	
                160,602.17

              
	
                June
                  2028

              	
                156,374.98

              
	
                July
                  2028

              	
                152,245.56

              
	
                August
                  2028

              	
                148,211.77

              
	
                September
                  2028

              	
                144,271.56

              
	
                October
                  2028

              	
                140,422.87

              
	
                November
                  2028

              	
                136,663.72

              
	
                December
                  2028

              	
                132,992.17

              
	
                January
                  2029

              	
                129,406.30

              
	
                February
                  2029

              	
                125,904.25

              
	
                March
                  2029

              	
                122,484.19

              
	
                April
                  2029

              	
                119,144.33

              
	
                May
                  2029

              	
                115,882.91

              
	
                June
                  2029

              	
                112,698.23

              
	
                July
                  2029

              	
                109,588.59

              
	
                August
                  2029

              	
                106,552.37

              


      

      


      Schedule
        PAC page 6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-8
                  through IA-11

                aggregate
                  planned balance

              
	
                September
                  2029

              	
                103,587.94

              
	
                October
                  2029

              	
                100,693.73

              
	
                November
                  2029

              	
                97,868.20

              
	
                December
                  2029

              	
                95,109.84

              
	
                January
                  2030

              	
                92,417.16

              
	
                February
                  2030

              	
                89,788.73

              
	
                March
                  2030

              	
                87,223.13

              
	
                April
                  2030

              	
                84,718.96

              
	
                May
                  2030

              	
                82,274.87

              
	
                June
                  2030

              	
                79,889.54

              
	
                July
                  2030

              	
                77,561.66

              
	
                August
                  2030

              	
                75,289.96

              
	
                September
                  2030

              	
                73,073.19

              
	
                October
                  2030

              	
                70,910.13

              
	
                November
                  2030

              	
                68,799.59

              
	
                December
                  2030

              	
                66,740.40

              
	
                January
                  2031

              	
                64,731.42

              
	
                February
                  2031

              	
                62,771.52

              
	
                March
                  2031

              	
                60,859.62

              
	
                April
                  2031

              	
                58,994.63

              
	
                May
                  2031

              	
                57,175.51

              
	
                June
                  2031

              	
                55,401.23

              
	
                July
                  2031

              	
                53,670.79

              
	
                August
                  2031

              	
                51,983.20

              
	
                September
                  2031

              	
                50,337.50

              
	
                October
                  2031

              	
                48,732.75

              
	
                November
                  2031

              	
                47,168.02

              
	
                December
                  2031

              	
                45,642.41

              
	
                January
                  2032

              	
                44,155.04

              
	
                February
                  2032

              	
                42,705.04

              
	
                March
                  2032

              	
                41,291.57

              
	
                April
                  2032

              	
                39,913.81

              
	
                May
                  2032

              	
                38,570.93

              
	
                June
                  2032

              	
                37,262.15

              
	
                July
                  2032

              	
                35,986.70

              
	
                August
                  2032

              	
                34,743.80

              
	
                September
                  2032

              	
                33,532.73

              
	
                October
                  2032

              	
                32,352.75

              
	
                November
                  2032

              	
                31,203.16

              
	
                December
                  2032

              	
                30,083.25

              
	
                January
                  2033

              	
                28,992.35

              
	
                February
                  2033

              	
                27,929.79

              
	
                March
                  2033

              	
                26,894.92

              
	
                April
                  2033

              	
                25,887.10

              
	
                May
                  2033

              	
                24,905.71

              


      

      


      Schedule
        PAC page 7


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-8
                  through IA-11

                aggregate
                  planned balance

              
	
                June
                  2033

              	
                23,950.14

              
	
                July
                  2033

              	
                23,019.78

              
	
                August
                  2033

              	
                22,114.07

              
	
                September
                  2033

              	
                21,232.42

              
	
                October
                  2033

              	
                20,374.28

              
	
                November
                  2033

              	
                19,539.10

              
	
                December
                  2033

              	
                18,726.34

              
	
                January
                  2034

              	
                17,935.49

              
	
                February
                  2034

              	
                17,166.02

              
	
                March
                  2034

              	
                16,417.45

              
	
                April
                  2034

              	
                15,689.27

              
	
                May
                  2034

              	
                14,981.02

              
	
                June
                  2034

              	
                14,292.22

              
	
                July
                  2034

              	
                13,622.41

              
	
                August
                  2034

              	
                12,971.15

              
	
                September
                  2034

              	
                12,337.99

              
	
                October
                  2034

              	
                11,722.52

              
	
                November
                  2034

              	
                11,124.30

              
	
                December
                  2034

              	
                10,542.93

              
	
                January
                  2035

              	
                9,978.01

              
	
                February
                  2035

              	
                9,429.14

              
	
                March
                  2035

              	
                8,895.95

              
	
                April
                  2035

              	
                8,378.05

              
	
                May
                  2035

              	
                7,875.08

              
	
                June
                  2035

              	
                7,386.69

              
	
                July
                  2035

              	
                6,912.51

              
	
                August
                  2035

              	
                6,452.21

              
	
                September
                  2035

              	
                6,005.45

              
	
                October
                  2035

              	
                5,571.91

              
	
                November
                  2035

              	
                5,151.25

              
	
                December
                  2035

              	
                4,743.18

              
	
                January
                  2036

              	
                4,347.38

              
	
                February
                  2036

              	
                3,963.55

              
	
                March
                  2036

              	
                3,591.41

              
	
                April
                  2036

              	
                3,230.65

              
	
                May
                  2036

              	
                2,881.01

              
	
                June
                  2036

              	
                2,542.21

              
	
                July
                  2036

              	
                2,213.98

              
	
                August
                  2036

              	
                1,905.90

              
	
                September
                  2036

              	
                1,607.54

              
	
                October
                  2036

              	
                1,318.65

              
	
                November
                  2036

              	
                1,039.01

              
	
                December
                  2036

              	
                768.38

              
	
                January
                  2037

              	
                506.54

              


      

      


      Schedule
        PAC page 8


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes

                IA-8
                  through IA-11

                aggregate
                  planned balance

              
	
                February
                  2037

              	
                253.26

              
	
                March
                  2037

              	
                124.42

              
	
                April
                  2037

              	
                0.00

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Schedule
        PAC page 9


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        TAC

       

      
        	
                Distribution
                  day in

              	
                Classes
                  IA-3 and IA-12

                Aggregate
                  targeted balance

              
	
                Initial

              	
                $248,184,183.00

              
	
                June
                  2007

              	
                248,183,636.04

              
	
                July
                  2007

              	
                248,183,086.35

              
	
                August
                  2007

              	
                248,182,533.90

              
	
                September
                  2007

              	
                248,181,978.70

              
	
                October
                  2007

              	
                248,181,420.71

              
	
                November
                  2007

              	
                248,180,859.94

              
	
                December
                  2007

              	
                248,180,296.36

              
	
                January
                  2008

              	
                248,179,729.97

              
	
                February
                  2008

              	
                248,179,160.75

              
	
                March
                  2008

              	
                248,178,588.67

              
	
                April
                  2008

              	
                248,178,013.74

              
	
                May
                  2008

              	
                248,177,435.94

              
	
                June
                  2008

              	
                248,176,855.24

              
	
                July
                  2008

              	
                248,176,271.64

              
	
                August
                  2008

              	
                248,175,685.13

              
	
                September
                  2008

              	
                248,175,095.68

              
	
                October
                  2008

              	
                248,174,503.28

              
	
                November
                  2008

              	
                248,173,907.92

              
	
                December
                  2008

              	
                248,173,309.59

              
	
                January
                  2009

              	
                248,172,708.26

              
	
                February
                  2009

              	
                248,172,103.92

              
	
                March
                  2009

              	
                248,171,496.57

              
	
                April
                  2009

              	
                248,170,886.18

              
	
                May
                  2009

              	
                248,170,272.73

              
	
                June
                  2009

              	
                248,169,656.22

              
	
                July
                  2009

              	
                248,169,036.63

              
	
                August
                  2009

              	
                248,168,413.94

              
	
                September
                  2009

              	
                248,167,788.13

              
	
                October
                  2009

              	
                248,167,159.20

              
	
                November
                  2009

              	
                248,166,527.12

              
	
                December
                  2009

              	
                248,165,891.88

              
	
                January
                  2010

              	
                248,165,253.46

              
	
                February
                  2010

              	
                248,164,611.85

              
	
                March
                  2010

              	
                248,163,967.04

              
	
                April
                  2010

              	
                248,163,319.00

              
	
                May
                  2010

              	
                248,162,667.72

              
	
                June
                  2010

              	
                248,162,013.18

              
	
                July
                  2010

              	
                248,161,355.37

              
	
                August
                  2010

              	
                248,160,694.28

              
	
                September
                  2010

              	
                248,160,029.87

              
	
                October
                  2010

              	
                248,159,362.15

              
	
                November
                  2010

              	
                248,158,691.08

              
	
                December
                  2010

              	
                248,158,016.66

              
	
                January
                  2011

              	
                248,157,338.87

              
	
                February
                  2011

              	
                248,156,657.69

              


      

      


      Schedule
        TAC page 1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes
                  IA-3 and IA-12

                Aggregate
                  targeted balance

              
	
                April
                  2011

              	
                248,155,285.09

              
	
                May
                  2011

              	
                248,154,593.65

              
	
                June
                  2011

              	
                248,153,898.74

              
	
                July
                  2011

              	
                248,153,200.36

              
	
                August
                  2011

              	
                248,152,498.48

              
	
                September
                  2011

              	
                248,151,793.10

              
	
                October
                  2011

              	
                248,151,084.19

              
	
                November
                  2011

              	
                248,150,371.74

              
	
                December
                  2011

              	
                248,149,655.72

              
	
                January
                  2012

              	
                248,148,936.13

              
	
                February
                  2012

              	
                248,148,212.93

              
	
                March
                  2012

              	
                248,147,486.12

              
	
                April
                  2012

              	
                248,146,755.68

              
	
                May
                  2012

              	
                248,146,021.58

              
	
                June
                  2012

              	
                248,145,283.81

              
	
                July
                  2012

              	
                248,144,542.36

              
	
                August
                  2012

              	
                248,143,797.19

              
	
                September
                  2012

              	
                248,143,048.30

              
	
                October
                  2012

              	
                248,142,295.67

              
	
                November
                  2012

              	
                248,141,539.27

              
	
                December
                  2012

              	
                248,140,779.10

              
	
                January
                  2013

              	
                248,140,015.12

              
	
                February
                  2013

              	
                248,139,247.32

              
	
                March
                  2013

              	
                248,138,475.68

              
	
                April
                  2013

              	
                248,137,700.18

              
	
                May
                  2013

              	
                248,136,920.81

              
	
                June
                  2013

              	
                248,136,137.54

              
	
                July
                  2013

              	
                248,135,350.35

              
	
                August
                  2013

              	
                248,134,559.23

              
	
                September
                  2013

              	
                248,133,764.15

              
	
                October
                  2013

              	
                248,132,965.09

              
	
                November
                  2013

              	
                248,110,826.74

              
	
                December
                  2013

              	
                248,038,299.47

              
	
                January
                  2014

              	
                247,916,787.90

              
	
                February
                  2014

              	
                247,747,666.13

              
	
                March
                  2014

              	
                247,532,278.36

              
	
                April
                  2014

              	
                247,271,939.45

              
	
                May
                  2014

              	
                246,967,935.55

              
	
                June
                  2014

              	
                246,264,541.72

              
	
                July
                  2014

              	
                245,530,237.49

              
	
                August
                  2014

              	
                244,766,050.60

              
	
                September
                  2014

              	
                243,972,984.77

              
	
                October
                  2014

              	
                243,152,020.21

              
	
                November
                  2014

              	
                242,304,114.17

              
	
                December
                  2014

              	
                241,430,201.30

              
	
                January
                  2015

              	
                240,531,194.28

              


      

      


      Schedule
        TAC page 2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes
                  IA-3 and IA-12

                Aggregate
                  targeted balance

              
	
                March
                  2015

              	
                238,661,440.96

              
	
                April
                  2015

              	
                237,692,413.91

              
	
                May
                  2015

              	
                236,701,732.09

              
	
                June
                  2015

              	
                235,401,220.16

              
	
                July
                  2015

              	
                234,092,649.39

              
	
                August
                  2015

              	
                232,776,503.30

              
	
                September
                  2015

              	
                231,453,252.46

              
	
                October
                  2015

              	
                230,123,354.74

              
	
                November
                  2015

              	
                228,787,255.63

              
	
                December
                  2015

              	
                227,445,388.50

              
	
                January
                  2016

              	
                226,098,174.92

              
	
                February
                  2016

              	
                224,746,024.87

              
	
                March
                  2016

              	
                223,389,337.07

              
	
                April
                  2016

              	
                222,028,499.19

              
	
                May
                  2016

              	
                220,663,888.15

              
	
                June
                  2016

              	
                219,081,011.22

              
	
                July
                  2016

              	
                217,507,334.61

              
	
                August
                  2016

              	
                215,942,823.59

              
	
                September
                  2016

              	
                214,387,443.11

              
	
                October
                  2016

              	
                212,841,157.92

              
	
                November
                  2016

              	
                211,303,932.48

              
	
                December
                  2016

              	
                209,775,731.02

              
	
                January
                  2017

              	
                208,256,517.56

              
	
                February
                  2017

              	
                206,746,255.89

              
	
                March
                  2017

              	
                205,244,909.60

              
	
                April
                  2017

              	
                203,752,442.08

              
	
                May
                  2017

              	
                202,064,320.70

              
	
                June
                  2017

              	
                200,386,441.16

              
	
                July
                  2017

              	
                198,718,759.06

              
	
                August
                  2017

              	
                197,061,229.88

              
	
                September
                  2017

              	
                195,413,808.92

              
	
                October
                  2017

              	
                193,776,451.35

              
	
                November
                  2017

              	
                192,149,112.22

              
	
                December
                  2017

              	
                190,531,746.45

              
	
                January
                  2018

              	
                188,924,308.84

              
	
                February
                  2018

              	
                187,326,754.10

              
	
                March
                  2018

              	
                185,739,036.82

              
	
                April
                  2018

              	
                184,161,111.54

              
	
                May
                  2018

              	
                182,592,932.67

              
	
                June
                  2018

              	
                181,034,454.59

              
	
                July
                  2018

              	
                179,485,631.61

              
	
                August
                  2018

              	
                177,946,417.97

              
	
                September
                  2018

              	
                176,416,767.86

              
	
                October
                  2018

              	
                174,896,635.46

              
	
                November
                  2018

              	
                173,385,974.88

              
	
                December
                  2018

              	
                171,884,740.20

              


      

      


      Schedule
        TAC page 3


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes
                  IA-3 and IA-12

                Aggregate
                  targeted balance

              
	
                February
                  2019

              	
                168,910,364.86

              
	
                March
                  2019

              	
                167,437,132.30

              
	
                April
                  2019

              	
                165,973,141.88

              
	
                May
                  2019

              	
                164,518,347.65

              
	
                June
                  2019

              	
                163,072,703.67

              
	
                July
                  2019

              	
                161,636,164.01

              
	
                August
                  2019

              	
                160,208,682.77

              
	
                September
                  2019

              	
                158,790,214.08

              
	
                October
                  2019

              	
                157,380,712.07

              
	
                November
                  2019

              	
                155,980,130.95

              
	
                December
                  2019

              	
                154,588,424.93

              
	
                January
                  2020

              	
                153,205,548.31

              
	
                February
                  2020

              	
                151,831,455.40

              
	
                March
                  2020

              	
                150,466,100.59

              
	
                April
                  2020

              	
                149,109,438.31

              
	
                May
                  2020

              	
                147,761,423.07

              
	
                June
                  2020

              	
                146,422,009.45

              
	
                July
                  2020

              	
                145,091,152.09

              
	
                August
                  2020

              	
                143,768,805.71

              
	
                September
                  2020

              	
                142,454,925.12

              
	
                October
                  2020

              	
                141,149,465.19

              
	
                November
                  2020

              	
                139,852,380.90

              
	
                December
                  2020

              	
                138,563,627.32

              
	
                January
                  2021

              	
                137,283,159.60

              
	
                February
                  2021

              	
                136,010,933.01

              
	
                March
                  2021

              	
                134,746,902.87

              
	
                April
                  2021

              	
                133,491,024.67

              
	
                May
                  2021

              	
                132,243,253.97

              
	
                June
                  2021

              	
                131,003,546.44

              
	
                July
                  2021

              	
                129,771,857.88

              
	
                August
                  2021

              	
                128,548,144.17

              
	
                September
                  2021

              	
                127,332,361.36

              
	
                October
                  2021

              	
                126,124,465.58

              
	
                November
                  2021

              	
                124,924,413.09

              
	
                December
                  2021

              	
                123,732,160.29

              
	
                January
                  2022

              	
                122,547,663.68

              
	
                February
                  2022

              	
                121,370,879.93

              
	
                March
                  2022

              	
                120,201,765.82

              
	
                April
                  2022

              	
                119,040,278.26

              
	
                May
                  2022

              	
                117,886,374.30

              
	
                June
                  2022

              	
                116,740,011.12

              
	
                July
                  2022

              	
                115,601,146.06

              
	
                August
                  2022

              	
                114,469,736.60

              
	
                September
                  2022

              	
                113,345,740.34

              
	
                October
                  2022

              	
                112,229,115.06

              
	
                November
                  2022

              	
                111,119,818.64

              


      

      


      Schedule
        TAC page 4


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes
                  IA-3 and IA-12

                Aggregate
                  targeted balance

              
	
                January
                  2023

              	
                108,923,044.83

              
	
                February
                  2023

              	
                107,835,484.00

              
	
                March
                  2023

              	
                106,755,085.18

              
	
                April
                  2023

              	
                105,681,807.03

              
	
                May
                  2023

              	
                104,615,608.38

              
	
                June
                  2023

              	
                103,556,448.21

              
	
                July
                  2023

              	
                102,504,285.66

              
	
                August
                  2023

              	
                101,459,080.01

              
	
                September
                  2023

              	
                100,420,790.73

              
	
                October
                  2023

              	
                99,389,377.44

              
	
                November
                  2023

              	
                98,364,799.90

              
	
                December
                  2023

              	
                97,347,018.08

              
	
                January
                  2024

              	
                96,335,992.06

              
	
                February
                  2024

              	
                95,331,682.14

              
	
                March
                  2024

              	
                94,334,048.73

              
	
                April
                  2024

              	
                93,343,052.45

              
	
                May
                  2024

              	
                92,358,654.06

              
	
                June
                  2024

              	
                91,380,814.51

              
	
                July
                  2024

              	
                90,409,494.90

              
	
                August
                  2024

              	
                89,444,656.52

              
	
                September
                  2024

              	
                88,486,260.79

              
	
                October
                  2024

              	
                87,534,269.35

              
	
                November
                  2024

              	
                86,588,643.98

              
	
                December
                  2024

              	
                85,649,346.63

              
	
                January
                  2025

              	
                84,716,339.44

              
	
                February
                  2025

              	
                83,789,584.70

              
	
                March
                  2025

              	
                82,869,044.91

              
	
                April
                  2025

              	
                81,954,682.68

              
	
                May
                  2025

              	
                81,046,460.84

              
	
                June
                  2025

              	
                80,144,342.40

              
	
                July
                  2025

              	
                79,248,290.52

              
	
                August
                  2025

              	
                78,358,268.53

              
	
                September
                  2025

              	
                77,474,239.94

              
	
                October
                  2025

              	
                76,596,168.44

              
	
                November
                  2025

              	
                75,724,017.89

              
	
                December
                  2025

              	
                74,857,752.34

              
	
                January
                  2026

              	
                73,997,335.99

              
	
                February
                  2026

              	
                73,142,733.22

              
	
                March
                  2026

              	
                72,293,908.59

              
	
                April
                  2026

              	
                71,450,826.82

              
	
                May
                  2026

              	
                70,613,452.84

              
	
                June
                  2026

              	
                69,781,751.71

              
	
                July
                  2026

              	
                68,955,688.69

              
	
                August
                  2026

              	
                68,135,229.22

              
	
                September
                  2026

              	
                67,320,338.89

              
	
                October
                  2026

              	
                66,510,983.48

              


      

      


      Schedule
        TAC page 5


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes
                  IA-3 and IA-12

                Aggregate
                  targeted balance

              
	
                December
                  2026

              	
                64,908,741.39

              
	
                January
                  2027

              	
                64,115,787.12

              
	
                February
                  2027

              	
                63,328,232.62

              
	
                March
                  2027

              	
                62,546,044.52

              
	
                April
                  2027

              	
                61,769,189.64

              
	
                May
                  2027

              	
                60,997,634.96

              
	
                June
                  2027

              	
                60,231,347.65

              
	
                July
                  2027

              	
                59,470,295.03

              
	
                August
                  2027

              	
                58,714,444.62

              
	
                September
                  2027

              	
                57,963,764.09

              
	
                October
                  2027

              	
                57,218,221.27

              
	
                November
                  2027

              	
                56,477,784.19

              
	
                December
                  2027

              	
                55,742,421.05

              
	
                January
                  2028

              	
                55,012,100.17

              
	
                February
                  2028

              	
                54,286,790.11

              
	
                March
                  2028

              	
                53,566,459.54

              
	
                April
                  2028

              	
                52,851,077.34

              
	
                May
                  2028

              	
                52,140,612.54

              
	
                June
                  2028

              	
                51,435,034.34

              
	
                July
                  2028

              	
                50,734,312.10

              
	
                August
                  2028

              	
                50,038,415.37

              
	
                September
                  2028

              	
                49,347,313.82

              
	
                October
                  2028

              	
                48,660,977.36

              
	
                November
                  2028

              	
                47,979,375.99

              
	
                December
                  2028

              	
                47,302,479.92

              
	
                January
                  2029

              	
                46,630,259.51

              
	
                February
                  2029

              	
                45,962,685.29

              
	
                March
                  2029

              	
                45,299,727.95

              
	
                April
                  2029

              	
                44,641,358.33

              
	
                May
                  2029

              	
                43,987,547.48

              
	
                June
                  2029

              	
                43,338,266.53

              
	
                July
                  2029

              	
                42,693,486.87

              
	
                August
                  2029

              	
                42,053,179.96

              
	
                September
                  2029

              	
                41,417,317.48

              
	
                October
                  2029

              	
                40,785,871.25

              
	
                November
                  2029

              	
                40,158,813.25

              
	
                December
                  2029

              	
                39,536,115.62

              
	
                January
                  2030

              	
                38,917,750.66

              
	
                February
                  2030

              	
                38,303,690.81

              
	
                March
                  2030

              	
                37,693,908.70

              
	
                April
                  2030

              	
                37,088,377.09

              
	
                May
                  2030

              	
                36,487,068.91

              
	
                June
                  2030

              	
                35,889,957.22

              
	
                July
                  2030

              	
                35,297,015.28

              
	
                August
                  2030

              	
                34,708,216.46

              
	
                September
                  2030

              	
                34,123,534.31

              


      

      


      Schedule
        TAC page 6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes
                  IA-3 and IA-12

                Aggregate
                  targeted balance

              
	
                November
                  2030

              	
                32,966,414.95

              
	
                December
                  2030

              	
                32,393,925.58

              
	
                January
                  2031

              	
                31,825,448.56

              
	
                February
                  2031

              	
                31,260,958.21

              
	
                March
                  2031

              	
                30,700,428.95

              
	
                April
                  2031

              	
                30,143,835.40

              
	
                May
                  2031

              	
                29,591,152.30

              
	
                June
                  2031

              	
                29,042,354.54

              
	
                July
                  2031

              	
                28,497,417.16

              
	
                August
                  2031

              	
                27,956,315.35

              
	
                September
                  2031

              	
                27,419,024.44

              
	
                October
                  2031

              	
                26,885,519.92

              
	
                November
                  2031

              	
                26,355,777.41

              
	
                December
                  2031

              	
                25,829,772.67

              
	
                January
                  2032

              	
                25,307,481.61

              
	
                February
                  2032

              	
                24,788,880.29

              
	
                March
                  2032

              	
                24,273,944.90

              
	
                April
                  2032

              	
                23,762,651.77

              
	
                May
                  2032

              	
                23,254,977.39

              
	
                June
                  2032

              	
                22,750,898.36

              
	
                July
                  2032

              	
                22,250,391.45

              
	
                August
                  2032

              	
                21,753,433.55

              
	
                September
                  2032

              	
                21,260,001.68

              
	
                October
                  2032

              	
                20,770,073.03

              
	
                November
                  2032

              	
                20,283,624.89

              
	
                December
                  2032

              	
                19,800,634.71

              
	
                January
                  2033

              	
                19,321,080.06

              
	
                February
                  2033

              	
                18,844,938.65

              
	
                March
                  2033

              	
                18,372,188.34

              
	
                April
                  2033

              	
                17,902,807.10

              
	
                May
                  2033

              	
                17,436,773.04

              
	
                June
                  2033

              	
                16,974,064.40

              
	
                July
                  2033

              	
                16,514,659.57

              
	
                August
                  2033

              	
                16,058,537.04

              
	
                September
                  2033

              	
                15,605,675.45

              
	
                October
                  2033

              	
                15,156,053.56

              
	
                November
                  2033

              	
                14,709,650.26

              
	
                December
                  2033

              	
                14,266,444.60

              
	
                January
                  2034

              	
                13,826,415.69

              
	
                February
                  2034

              	
                13,389,542.83

              
	
                March
                  2034

              	
                12,955,805.41

              
	
                April
                  2034

              	
                12,525,182.96

              
	
                May
                  2034

              	
                12,097,655.12

              
	
                June
                  2034

              	
                11,673,201.69

              
	
                July
                  2034

              	
                11,251,802.55

              
	
                August
                  2034

              	
                10,833,437.72

              


      

      


      Schedule
        TAC page 7


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  day in

              	
                Classes
                  IA-3 and IA-12

                Aggregate
                  targeted balance

              
	
                October
                  2034

              	
                10,005,731.70

              
	
                November
                  2034

              	
                9,596,351.17

              
	
                December
                  2034

              	
                9,189,926.25

              
	
                January
                  2035

              	
                8,786,437.56

              
	
                February
                  2035

              	
                8,385,865.86

              
	
                March
                  2035

              	
                7,988,191.99

              
	
                April
                  2035

              	
                7,593,396.96

              
	
                May
                  2035

              	
                7,201,461.84

              
	
                June
                  2035

              	
                6,812,367.85

              
	
                July
                  2035

              	
                6,426,096.33

              
	
                August
                  2035

              	
                6,042,628.70

              
	
                September
                  2035

              	
                5,661,946.54

              
	
                October
                  2035

              	
                5,284,031.50

              
	
                November
                  2035

              	
                4,908,865.39

              
	
                December
                  2035

              	
                4,536,430.09

              
	
                January
                  2036

              	
                4,166,707.60

              
	
                February
                  2036

              	
                3,799,680.06

              
	
                March
                  2036

              	
                3,435,329.68

              
	
                April
                  2036

              	
                3,073,638.82

              
	
                May
                  2036

              	
                2,714,589.91

              
	
                June
                  2036

              	
                2,358,165.52

              
	
                July
                  2036

              	
                2,004,348.31

              
	
                August
                  2036

              	
                1,665,114.69

              
	
                September
                  2036

              	
                1,328,358.77

              
	
                October
                  2036

              	
                994,064.18

              
	
                November
                  2036

              	
                662,214.63

              
	
                December
                  2036

              	
                332,793.96

              
	
                January
                  2037

              	
                5,786.08

              
	
                February
                  2037

              	
                0.00

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Schedule
        TAC page 8


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        1

       

      TRANSFEREE’S
        AFFIDAVIT

       

      Transferee’s
        Affidavit

      Affidavit
        Pursuant to Section

      860e(E)(4)
        of the Internal

      Revenue
        Code of 1986, As Amended

       

      STATE
        OF       )

                                ):

      COUNTY
        OF   )

       

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

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

       

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

       

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

       

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

       

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

       

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

       

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

      


      Appendix
        1 page 1

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      8.           That
        the Investor (i) is not a Non-U.S. person or (ii) is a Non-U.S. person that
        holds the residual certificates in connection with the conduct of a trade
        or
        business within the United States and has furnished the transferor and the
        Trustee with an effective Internal Revenue Service Form W-8ECI or (iii) is
        a
        Non-U.S. person that has delivered to both the transferor and the Trustee
        an
        opinion of a nationally recognized tax counsel to the effect that the transfer
        of the residual certificates to it is in accordance with the requirements
        of the
        Internal Revenue Code and the regulations promulgated thereunder and that
        such
        transfer of the residual certificates will not be disregarded for federal
        income
        tax purposes. “Non-U.S. person” will mean an individual, corporation,
        partnership or other person other than a “U.S. person.” “U.S. person” will mean
        a citizen or resident of the United States, a corporation, partnership (except
        to the extent provided in applicable Treasury regulations) or other entity
        created or organized in or under the laws of the United States or any political
        subdivision thereof, an estate that is subject to U.S. federal income tax
        regardless of the source of its income or a trust if a court within the United
        States is able to exercise primary supervision over the administration of
        such
        trust, and one or more such U.S. persons have the authority to control all
        substantial decisions of such trust (or, to the extent provided in applicable
        Treasury regulations, certain trusts in existence on August 20, 1996 which
        are
        eligible to be treated as U.S. persons).

       

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

       

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

       

      11.           Check
        one of the following:

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

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

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

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

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

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

      [_]           None
        of the above.

       

      


       

       

      


       

       

      Appendix
        1 page 2

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

       

      __________________

      


      By:_______________

      Name:

      Title:

       

      STATE
        OF       )

                                ):

      COUNTY
        OF   )

       

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

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

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

      Appendix
        1 page 3

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      EXHIBIT
        A-1

      FORM
        OF OFFERED CERTIFICATES

      


      CMALT
        (CitiMortgage Alternative Loan Trust), Series 2007-A5

      REMIC
        Pass-Through Certificates

      Certificate

      


      representing
        an ownership interest in a trust fund consisting

      primarily
        of mortgage loans acquired by

      


      CITICORP
        MORTGAGE SECURITIES, INC.

      


      certificate
        no. 1

       

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

       

      first
        distribution day: June 25, 2007

       

      last
        scheduled distribution date: May 25, [2022][2037]

       

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

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

                 

              


      

       

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

       

      
        	
                 

                class

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

              	
                 

                certificate
                  rate

              	
                 

                number
                  of single certificates

              	
                 

                CUSIP

              	
                 

                ISIN

              
	
                 

                [class]

              	
                 

                $[number]

              	
                 

                [rate]

              	
                 

                [number]

              	
                 

                [CUSIP]

              	
                 

                [ISIN]

              


      

       

      A-1-1

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

       

       

      This
        certificate is one of a duly authorized issue of certificates designated
        as
        CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A5 REMIC Pass-Through
        Certificates, consisting of twenty senior classes, six subordinated classes
        and
        three classes of residual certificates.

       

       

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

       

       

      Certificates
        governed by Pooling Agreement

       

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

       

      


       

       

      Optional
        early termination

       

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

      


       

      Governing
        law

       

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

      


      


      


      


      A-1-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

       

      Authentication
        required

       

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

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-1-3

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


       

      CITICORP
        MORTGAGE SECURITIES, INC.

       

      


       

      


       

      By:_______________________________

      Name:

      Title:

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-1-4

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      or

       

      CITIBANK,
        N.A.,

      as
        Authenticating Agent for the Trustee,

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      Date:
        May
        30, 2007

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-1-5

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ABBREVIATIONS

      


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

      


      TEN
        COM -
        as tenants in common

      TEN
        ENT -
        as tenants by the entireties

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

      


      UNIF
        GIFT
        MIN ACT - _______________ Custodian ____________________

      (Cust)                                                      (Minor)

      Under
        Uniform Gifts to Minors Act ___________________________________

      (State)

      


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

      ______________________________________________________________________________

      


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

      


      PLEASE
        INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

      OF
        ASSIGNEE

      


      ________________________________________________________________

      ________________________________________________________________

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

      


      ________________________________________________________________

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

      


      ________________________________________________________________

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

      


      Dated:                      ________________                                           __________________________

      


      Signature
        Guaranteed by:_________________________________________

      


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

      


      A-1-6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        A-2

      FORM
        OF CLASS A-IO CERTIFICATES

      


      CMALT
        (CitiMortgage Alternative Loan Trust), Series 2007-A5

      REMIC
        Pass-Through Certificates

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

      


      representing
        an ownership interest in a trust fund consisting

      primarily
        of mortgage loans acquired by

      


      CITICORP
        MORTGAGE SECURITIES, INC.

      


      
        	
                certificate
                  no. 1

                 

              	
                CUSIP
                  [          ]

                 

              
	 	 
	
                $[          ]
                  initial notional balance

                 

              	
                [          ]
                  Single Certificates

                 

              


      

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

       

      first
        distribution day: June 25, 2007

       

      last
        scheduled distribution day: May 25, [2022][2037]

       

      


       

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

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

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

                 

              


      

      


       

      THIS
        CERTIFIES THAT, for value received, CitiMortgage, Inc. is the registered
        holder
        of the number of single certificates (each representing $1,000.00 initial
        notional balance) set forth above. Each certificate represents an undivided
        beneficial ownership interest in the Trust Fund created pursuant to the Pooling
        and Servicing Agreement dated as of May 1, 2007 (the “Pooling Agreement”)
        between Citicorp Mortgage Securities, Inc., as Depositor, CitiMortgage, Inc.,
        as
        Servicer and Master Servicer, U.S. Bank National Association, as Trustee,
        and
        Citibank, N.A. as Paying Agent, Certificate Registrar and Authentication
        Agent.
        Terms used in this certificate that are defined in the Pooling Agreement
        have
        the meanings assigned to them in the Pooling Agreement.

      


      A-2-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      This
        certificate is one of a duly authorized issue of certificates designated
        as
        CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A5 REMIC Pass-Through
        Certificates, consisting of twenty senior classes, six subordinated classes
        and
        three classes of residual certificates.

       

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

       

      


       

       

      Certificates
        governed by Pooling Agreement

       

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

       

      


       

       

      Optional
        early termination

       

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

      


       

      Governing
        law

       

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

      


      


      


      


      A-2-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

       

      Authentication
        required

       

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

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-2-3

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


       

      CITICORP
        MORTGAGE SECURITIES, INC.

       

      


       

      


       

      By:_______________________________

      Name:

      Title:

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-2-4

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      or

       

      CITIBANK,
        N.A.,

      as
        Authenticating Agent for the Trustee,

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      Date:
        May
        30, 2007

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-2-5

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

      


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

      


      TEN
        COM -
        as tenants in common

      TEN
        ENT -
        as tenants by the entireties

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

      


      UNIF
        GIFT
        MIN ACT - _______________ Custodian ____________________

      (Cust)                                                      (Minor)

      Under
        Uniform Gifts to Minors Act ___________________________________

      (State)

      


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

      ________________________________________________________________________

      


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

      


      PLEASE
        INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

      OF
        ASSIGNEE

      ________________________________________________________________

      ________________________________________________________________

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

      


      ________________________________________________________________

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

      


      ________________________________________________________________

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

      


      Dated:                      ________________                                           __________________________

      


      Signature
        Guaranteed by:_________________________________________

      


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

      A-2-6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-3

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

      


      CMALT
        (CitiMortgage Alternative Loan Trust), Series 2007-A5

      REMIC
        Pass-Through Certificates

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

      


      representing
        an ownership interest in a trust fund consisting

      primarily
        of mortgage loans acquired by

      


      CITICORP
        MORTGAGE SECURITIES, INC.

      


      
        	
                certificate
                  no. 1

                 

              	
                CUSIP
                  [      ]

                 

              
	 	
                ISIN
                  [      ]

                 

              
	
                $[                ]
                  initial principal balance

                 

              	
                $[                ]
                  Single Certificates

                 

              


      

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

       

      first
        distribution day: June 25, 2007

       

      last
        scheduled distribution day: May 25, 2037

       

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

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

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

                 

                 

              


      

      


      


      A-3-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


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

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

                 

              


      

       

      THIS
        CERTIFIES THAT, for value received, Greenwich Capital Markets, Inc. is the
        registered holder of the number of single certificates (each representing
        $1,000.00 initial principal balance) set forth above. Each certificate
        represents an undivided beneficial ownership interest in the Trust Fund created
        pursuant to the Pooling and Servicing Agreement dated as of May 1, 2007 (the
        “Pooling Agreement”) between Citicorp Mortgage Securities, Inc., as Depositor,
        CitiMortgage, Inc., as Servicer and Master Servicer, U.S. Bank National
        Association, as Trustee, and Citibank, N.A. as Paying Agent, Certificate
        Registrar and Authentication Agent. Terms used in this certificate that are
        defined in the Pooling Agreement have the meanings assigned to them in the
        Pooling Agreement.

       

       

      This
        certificate is one of a duly authorized issue of certificates designated
        as
        CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A5 REMIC Pass-Through
        Certificates, consisting of twenty senior classes, six subordinated classes
        and
        three classes of residual certificates.

       

       

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

       

       

      Certificates
        governed by Pooling Agreement

       

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

       

      


       

      


       

      A-3-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Optional
        early termination

       

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

       

      Governing
        law

       

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

       

       

      Authentication
        required

       

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

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-3-3

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


       

      CITICORP
        MORTGAGE SECURITIES, INC.

       

      


       

      


       

      By:_______________________________

      Name:

      Title:

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-3-4

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      or

       

      CITIBANK,
        N.A.,

      as
        Authenticating Agent for the Trustee,

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      Date:
        May
        30, 2007

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-3-5

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

      


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

      


      TEN
        COM -
        as tenants in common

      TEN
        ENT -
        as tenants by the entireties

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

      


      UNIF
        GIFT
        MIN ACT - _______________ Custodian ____________________

      (Cust)                                                      (Minor)

      Under
        Uniform Gifts to Minors Act ___________________________________

      (State)

      


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

      ________________________________________________________________________

      


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

      


      PLEASE
        INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

      OF
        ASSIGNEE

      


      ________________________________________________________________

      ________________________________________________________________

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

      


      ________________________________________________________________

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

      


      ________________________________________________________________

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

      


      Dated:                      ________________                                           __________________________

      


      Signature
        Guaranteed by:_________________________________________

      


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

      


      A-3-6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-4

      FORM
        OF RESIDUAL CLASS CERTIFICATES

      


      CMALT
        (CitiMortgage Alternative Loan Trust), Series 2007-A5

      REMIC
        Pass-Through Certificates

      Residual
        Class [PR][LR][R] Certificate

      


      representing
        an ownership interest in a trust fund consisting

      primarily
        of mortgage loans acquired by

      


      CITICORP
        MORTGAGE SECURITIES, INC.

      


      
        	
                certificate
                  no. 1

                 

              	
                100%
                  percentage interest

                 

              


      

      


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

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

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

                 

              


      

      A-4-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


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

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

                 

              


      

      


       

      THIS
        CERTIFIES THAT, for value received, [CitiMortgage, Inc.][Citicorp Mortgage
        Securities, Inc.] is the registered holder of the percentage interest set
        forth
        above, representing an ownership interest in the Trust Fund created pursuant
        to
        the Pooling and Servicing Agreement dated as of May 1, 2007 (the “Pooling
        Agreement”) between Citicorp Mortgage Securities, Inc., as Depositor,
        CitiMortgage, Inc., as Servicer and Master Servicer, U.S. Bank National
        Association, as Trustee, and Citibank, N.A. as Paying Agent, Certificate
        Agent
        and Authentication Agent. Terms used in this certificate that are defined
        in the
        Pooling Agreement have the meanings assigned to them in the Pooling
        Agreement.

       

       

      This
        certificate is one of a duly authorized issue of certificates designated
        as
        CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A5 REMIC Pass-Through
        Certificates, consisting of twenty senior classes, six subordinated classes
        and
        three classes of residual certificates.

       

       

      Certificates
        governed by Pooling Agreement

       

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

       

       

      U.S.
        federal income tax information

       

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

       

      A-4-2

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

       

      Governing
        law

       

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

       

       

      Authentication
        required

       

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

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-4-3

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


       

      CITICORP
        MORTGAGE SECURITIES, INC.

       

      


       

      


       

      By:_______________________________

      Name:

      Title:

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-4-4

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      or

       

      CITIBANK,
        N.A.,

      as
        Authenticating Agent for the Trustee,

       

      


       

      


       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      Date:
        May
        30, 2007

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-4-5

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

      


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

      


      TEN
        COM -
        as tenants in common

      TEN
        ENT -
        as tenants by the entireties

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

      


      UNIF
        GIFT
        MIN ACT - _______________ Custodian ____________________

      (Cust)                                                      (Minor)

      Under
        Uniform Gifts to Minors Act ___________________________________

      (State)

      


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

      ______________________________________________________________________________

      


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

      


      PLEASE
        INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

      OF
        ASSIGNEE

      


      ________________________________________________________________

      ________________________________________________________________

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

      


      ________________________________________________________________

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

      


      ________________________________________________________________

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

      


      Dated:                      ________________                                           __________________________

      


      Signature
        Guaranteed by:_________________________________________

      


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

      


      A-4-6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      


      EXHIBIT
        B-1

      


      MORTGAGE
        LOAN SCHEDULE

      


      


      


      


      


      


      


      


      


      


      


      


      


      DEEMED
        INCORPORATED

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      B-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-2

      


      MORTGAGE
        LOAN SCHEDULE

      


      


      


      


      


      


      


      


      


      


      


      


      


      DEEMED
        INCORPORATED

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      B-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      FORM
        OF MORTGAGE DOCUMENT CUSTODIAL AGREEMENT

       

      
        


      

      
        Mortgage
          Document Custodial Agreement

      

      May
        1, 2007

       

      


      PARTIES

       

      
        	
                ·

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

              


      

      
        	
                ·

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

              


      

      
        	
                ·

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

              


      

      
        	
                ·

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

              


      

       

      BACKGROUND

       

      The
        Trustee, CMSI, CitiMortgage and Citibank are entering into a Pooling and
        Servicing Agreement dated May 1, 2007 relating to CMALT (CitiMortgage
        Alternative Loan Trust), Series 2007-A5 REMIC Pass-Through Certificates
        (the Pooling Agreement). Unless otherwise stated, terms defined in the
        Pooling Agreement are used in this agreement with the same meaning.

      Pursuant
        to the Pooling Agreement,

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

      ·      Citibank
        has been designated as Mortgage Document Custodian and Mortgage Note
        Custodian.

       

      AGREEMENT

       

      1      Appointment
        as Custodian; Acknowledgment of Receipt

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

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

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

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

      


      


      C-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        Mortgage
          Document Custodial Agreement

      

      May
        1, 2007

       

       

      2      Maintenance
        of office

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

       

      3      Duties
        of Custodian

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

      (a)        Safekeeping.
        Citibank will

      ·      identify
        each custodial file by loan number, address of mortgaged property, and name
        of
        mortgagor,

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

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

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

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

      Citibank
        will promptly report to the Trustee and CitiMortgage any failure on its part
        to
        hold the custodial files as herein provided and will promptly take appropriate
        action to remedy any such failure.

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

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

      


      C-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        Mortgage
          Document Custodial Agreement

      

      May
        1, 2007

       

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

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

       

      4      Access
        to Records

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

       

      5      Instructions;
        authority to act

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

       

      6      Indemnification

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

      


      C-3


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        Mortgage
          Document Custodial Agreement

      

      May
        1, 2007

       

      (b)        CitiMortgage
        will indemnify Citibank and hold it harmless against any loss, liability
        or
        expense incurred without gross negligence or bad faith on Citibank’s part,
        arising out of or in connection with the acceptance or administration of
        the
        trust or trusts created under the Pooling Agreement or Citibank’s custody of the
        custodial files, including the costs and expenses of defending itself against
        any claim or liability in connection with the exercise or performance of
        any of
        its powers or duties hereunder or under the Pooling Agreement. Such
        indemnification will survive the payment of the certificates and termination
        of
        the Trust Fund, as well as the resignation or removal of CitiMortgage as
        Servicer (if such action which caused the need for the indemnification occurred
        while CitiMortgage acted as Servicer), and for purposes of such indemnification
        neither the negligence nor bad faith of the Trustee will be imputed to, or
        adversely affect, the right of Citibank to indemnification.

       

      7      Limitation
        of Custodian’s liabilities and duties

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

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

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

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

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

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

      


       

      


       

      C-4

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        Mortgage
          Document Custodial Agreement

      

      May
        1, 2007

       

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

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

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

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

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

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

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

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

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

       

      8      Advice
        of counsel

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

      


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        Mortgage
          Document Custodial Agreement

      

      May
        1, 2007

       

       

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

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

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

       

      10           Binding
        arbitration

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

       

      11           Governing
        Law

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

      


      


      


      


      C-6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        Mortgage
          Document Custodial Agreement

      

      May
        1, 2007

       

       

      12           Notice

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

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

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

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

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

       

      13           Binding
        Effect

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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      C-7


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        Mortgage
          Document Custodial Agreement

      

      May
        1, 2007

      


      SIGNATURES

      


      


      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Trustee under the Pooling Agreement

      


      


      
        	
                 

              	
                By:_______________________________

              


      

      
        	
                 

              	
                Name:

              


      

      
        	
                 

              	
                Title:

              


      

      


      


      CITIBANK,
        N.A.

      as
        Custodian

      


      


      
        	
                 

              	
                By:_______________________________

              


      

      
        	
                 

              	
                Name:

              


      

      
        	
                 

              	
                Title:

              


      

      


      


      
        	
                 

              	
                CITICORP
                  MORTGAGE SECURITIES, INC.

              


      

      


      


      By:_______________________________

      Name:

      Title:

      


      


      
        	
                 

              	
                CITIMORTGAGE,
                  INC.

              


      

      


      


      By:_______________________________

      Name:

      Title:

      


      


      


      


      


      C-8


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

      FORM
        OF PURCHASER LETTER

       

      


      [Purchaser]

      [Date]

      Citicorp
        Mortgage Securities, Inc.

      1000
        Technology Drive

      O’Fallon,
        Missouri 63368

      


      Citibank,
        N.A.

      Agency
        & Trust

      111
        Wall
        Street, 15th Floor

      New
        York,
        New York 10005

      Attn:
        Securities Window

      


      Ladies
        and Gentlemen:

      


      In
        connection with the purchase by us of $_____________________ initial
        principal
        balance of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A5
        REMIC
        Pass-Through Certificates class B-[4][5][6] certificates, we confirm
        that:

      


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

      


      2.  We
        (check one)

      


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

      


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

      


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

      


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

      


      D-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      Very
        truly yours,

      


      [Name
        of
        Purchaser]

      


      


      By:*_____________________

      Name:

      Title:

      ___________________

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

      


      


      D-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

      FORM
        OF ERISA LETTER

       

      


      [Purchaser]

      


      [Date]

      


      Citicorp
        Mortgage Securities, Inc.

      1000
        Technology Drive

      O’Fallon,
        Missouri 63368

      


      Citibank,
        N.A.

      Agency
        & Trust

      111
        Wall
        Street, 15th Floor

      New
        York,
        New York 10005

      Attn:
        Securities Window

      


      


      Ladies
        and Gentlemen:

      


      In
        connection with the purchase by us of $_______________ initial principal
        balance
        of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A5 REMIC
        Pass-Through Certificates class B-[4][5][6] certificates we confirm
        that:

      


      We
        (check
        one)

      


      [_]
        are
        not an employee benefit plan subject to the fiduciary responsibility provisions
        of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
        or
        Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code")
        or
        any governmental plan, as defined in Section 3(32) of ERISA, subject to any
        federal, state or local law ("Similar Law") which is, to a material extent,
        similar to the foregoing provisions of ERISA or the Code (collectively, a
        "Plan"), an agent acting on behalf of a Plan, or a person utilizing the assets
        of a Plan or

      


      [_]
        are
        an insurance company and the source of funds used to purchase the certificates
        is an "insurance company general account" (as such term is defined in Section
        V
        (e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed.
        Reg.
        35925 July 12, 1995) and there is no plan with respect to which the amount
        of
        such general account's reserves and liabilities for the contract (s) held
        by or
        on behalf of such Plan and all other plans maintained by the same employer
        (or
        affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
        employee organization, exceed 10% of the total of all reserves and liabilities
        of such general account (as such amounts are determined under Section I (a)
        of
        PTE 95-60) at the date of acquisition or

      


      


      E-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


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

      


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

      


      


      


      Very
        truly yours,

      


      [Name
        of
        Purchaser]

      


      


      


      By:*________________________

      Name:

      Title:

      ____________________

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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      E-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F

      FORM
        OF YIELD MAINTENANCE AGREEMENT

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      F-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



     

    


    BEAR
      STEARNS                                                                              
      BEAR STEARNS FINANCIAL PRODUCTS INC.

    383
      MADISON AVENUE

    NEW
      YORK,
      NEW YORK 10179

    212-272-4009

    


    DATE:                                                      May
      30, 2007

    


    
      	
              TO:

            	
              U.S.
                Bank National Association, not individually, but solely as trustee
                on
                behalf of CMALT (CitiMortgage Alternative Loan Trust), Series
                2007-A5

            


    

    ATTENTION:                                                    Corporate
      Trust Services

    TELEPHONE:                                             
            617-603-6402

    FACSIMILE:                                                      617-603-6637

    
 

    FROM:                                           
           Derivatives Documentation

    TELEPHONE:                                            
      212-272-2711

    FACSIMILE:                                                      
      212-272-9857

    


    
      	
              SUBJECT:

            	
              Fixed
                Income Derivatives Confirmation and
                Agreement

            


    

    


    REFERENCE
      NUMBER:                                                      FXNEC9540

    


    The
      purpose of this letter agreement (“Agreement”) is to confirm the terms and
      conditions of the Transaction entered into on the Trade Date specified below
      (the “Transaction”) between Bear Stearns Financial Products Inc. ("BSFP") and
      U.S. Bank National Association, not individually, but solely as trustee on
      behalf of CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A5 formed
      pursuant to the Pooling and Servicing Agreement dated as of May 1, 2007 among
      Citicorp Mortgage Securities, Inc., as depositor (the “Depositor”), U.S. Bank
      National Association, as trustee, CitiMortgage, Inc., as servicer and master
      servicer and Citibank, N.A., as paying agent, certificate registrar and
      authenticating agent (the “Pooling and Servicing Agreement”) ("Counterparty").
      This Agreement, which evidences a complete and binding agreement between BSFP
      and Counterparty to enter into the Transaction on the terms set forth below,
      constitutes a "Confirmation" as referred to in the "ISDA Form Master Agreement"
      (as defined below), as well as a “Schedule” as referred to in the ISDA Form
      Master Agreement.

    


    
      	
              1.

            	
              This
                Agreement is subject to the 2000 ISDA Definitions (the
                “Definitions”), as published by the International Swaps and Derivatives
                Association, Inc. (“ISDA”).  BSFP and Counterparty have agreed
                to enter into this Agreement in lieu of negotiating a Schedule to
                the 1992
                ISDA Master Agreement (Multicurrency—Cross Border) form (the "ISDA Form
                Master Agreement") but, rather, an ISDA Form Master Agreement shall
                be
                deemed to have been executed by BSFP and Counterparty on the date
                we
                entered into the Transaction.  All provisions contained in, or
                incorporated by reference to, the ISDA Form Master Agreement shall
                govern
                the Transaction referenced in this Confirmation, except as expressly
                modified below. In the event of any inconsistency between the provisions
                of this Agreement and the Definitions or the ISDA Form Master Agreement,
                this Agreement shall prevail for purposes of the Transaction. Terms
                capitalized but not defined herein shall have the meanings attributed
                to
                them in the Pooling and Servicing
                Agreement.

            


    

     

     

    
      
        
        

      

      
        F-2

         
          
          
          Reference Number:  FXNEC9540      

                  U.S.
            Bank
            National Association, not individually, but solely as trustee on behalf
            of CMALT
            (CitiMortgage Alternative Loan Trust), Series
            2007-A5      

                  May
            30,
            2007      

                  Page  of 2
            of 18   

        

      

      
        
        

      

    

    


    
      	
              2.

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

            


    

    


    
      	
               

            	
              Type
                of Transaction:

            	
              Rate
                Cap

            


    

    


    
      	
               

            	
              Notional
                Amount:

            	
              With
                respect to any Calculation Period, the amount set forth for such
                period in
                Schedule I attached hereto.

            


    

    


    Trade
      Date:                                                      May
      10, 2007

    


    Effective
      Date:                                                      May 30,
      2007

    


    
      	
               

            	
              Termination
                Date:

            	
              October
                25, 2010

            


    

    


    
      	
               

            	
              Fixed
                Amount (Premium):

            


    

    


    
      	
               

            	
              Fixed
                Rate Payer:

            	
              Counterparty

            


    

    


    
      	
                                     
                Fixed Rate Payer

            	
               

            


    

    
      	
               

            	
              Payment
                Date:

            	
              May
                30, 2007

            


    

    


    
      	
               

            	
              Fixed
                Amount:

            	
              USD
                180,000

            


    

    


    
      	
               

            	
              Floating
                Amounts:

            


    

    


    
      	
                                     
                Floating Rate Payer:

            	
              BSFP

            


    

    


    
      	
                                     
                Cap Rate:

            	
              5.60000%

            


    

    


    
      	
               

            	
              Floating
                Rate Payer

            


    

    
      	
               

            	
              Period
                End Dates:

            	
              The
                25th
                calendar day of each month during
                the Term of this Transaction, commencing June 25,
                2007 and ending on the Termination Date, with No
                Adjustment.

            


    

    


    
      	
              
                                       
                  Floating Rate Payer

              

            	
               

            


    

    
      	
               

            	
              Payment
                Dates:

            	
              Early
                Payment shall be applicable. The Floating Rate Payer Payment Dates
                shall
                be one Business Days preceding each Floating Rate Payer Period End
                Date.

            


    

    


    
      	
               

            	
                             
                Floating Rate Option:

            	
              USD-LIBOR-BBA,
                provided, however, that if the Floating Rate determined from such
                Floating
                Rate Option for any Calculation Period is greater than 9.00000% then
                the
                Floating Rate for such Calculation Period shall be deemed to be
                9.00000%.

            


    

    


    
      	
               Designated
                Maturity:

            	
              One
                month

            


    

    


    
      
        
          
          

        

        
          F-3

          
            

          

        

        
          
          

                

                    Reference
              Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 3
              of
              18   
    

        

      

    

    


    


    
      	
               

            	
              Floating
                Rate Day

            


    

    
      	
               

            	
              Count
                Fraction:

            	
              30/360

            


    

    


    
      	
               

            	
              Reset
                Dates:

            	
              The
                first day of each Calculation
                Period.

            


    

    


    
      	
               

            	
              Compounding:

            	
              Inapplicable

            


    

    


    
      	
               

            	
              Business
                Days:

            	
              New
                York

            


    

    


    
      	
              Business
                Day Convention:

            	
              Following

            


    

    


    
      	
              
                3.

              

            	
               

            	
              Additional
                Provisions:

            	
              Each
                party hereto is hereby advised and acknowledges that the other party
                has
                engaged in (or refrained from engaging in) substantial financial
                transactions and has taken (or refrained from taking) other material
                actions in reliance upon the entry by the parties into the Transaction
                being entered into on the terms and conditions set forth herein and
                in the
                Confirmation relating to such Transaction, as applicable. This paragraph
                shall be deemed repeated on the trade date of each
                Transaction.

            


    

    


    
      	
              4.

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

            


    

    


    
      	
              1)

            	
              The
                parties agree that subparagraph (ii) of Section 2(c) of the ISDA
                Form
                Master Agreement will apply to any
                Transaction.

            


    

    


    
      	
              2)  Termination
                Provisions. For purposes of the ISDA Form Master
                Agreement:

            	
               

            


    

    


    (a)           "Specified
      Entity" is not applicable to BSFP or Counterparty for any purpose.

    


    (b)           "Specified
      Transaction" is not applicable to BSFP or Counterparty for any purpose, and,
      accordingly, Section 5(a)(v) shall not apply to BSFP or
      Counterparty.

    


    (c)           The
      "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP or to
      Counterparty.

    


    (d)           The
      "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to
      BSFP
      or Counterparty.

    


    (e)           The
      "Automatic Early Termination" provision of Section 6(a) will not apply to BSFP
      or to Counterparty.

    


    
      
        
          
          

        

        
          F-4

          
            
          
            Reference Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 4
              of 18   

          

        

        
          
          

        

      

    

    


    (f)           Payments
      on Early Termination.  For the purpose of Section 6(e) of the ISDA
      Form Master Agreement:

    


    (i)           Market
      Quotation will apply.

    


    (ii)           The
      Second Method will apply.

    


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

    


    3)
      Tax
      Representations.

    (a)
      Payer
      Representations. For the purpose of Section 3(e) of the ISDA Form Master
      Agreement, BSFP and the Counterparty make the following
      representations:

    


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

    (i)
      the
      accuracy of any representations made by the other party pursuant to Section
      3(f)
      of the ISDA Form Master Agreement;

    


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

    


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

    


    (b)
      Payee
      Representations. For the purpose of Section 3(f) of the ISDA Master Agreement,
      each of Bear Stearns and the Counterparty make the following
      representations.

    


    The
      following representation will apply to Bear Stearns:

    


    BSFP
      is a
      corporation organized under the laws of the State of Delaware and its U.S.
      taxpayer identification number is 13-3866307 in the United States or under
      the
      laws of the United States or of any State or of the District of
      Columbia.

    


    The
      following representation will apply to the Counterparty: None

    


    
      
        
          
          

        

        
          F-5

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 5
              of 18   

          

        

        
          
          

        

      

    

    


    4)
      Limitation on Events of Default. Notwithstanding the terms of Sections
      5 and 6 of the ISDA Form Master Agreement, if at any time and so long as the
      Counterparty has satisfied in full all its payment obligations under Section
      2(a)(i) of the ISDA Form Master Agreement and has at the time no future payment
      obligations, whether absolute or contingent, under such Section, then unless
      BSFP is required pursuant to appropriate proceedings to return to the
      Counterparty or otherwise returns to the Counterparty upon demand of the
      Counterparty any portion of any such payment, (a) the occurrence of an event
      described in Section 5(a) of the ISDA Form Master Agreement with respect to
      the
      Counterparty shall not constitute an Event of Default or Potential Event of
      Default with respect to the Counterparty as Defaulting Party and (b) BSFP shall
      be entitled to designate an Early Termination Date pursuant to Section 6 of
      the
      ISDA Form Master Agreement only as a result of the occurrence of a Termination
      Event set forth in either Section 5(b)(i) or 5(b)(ii) of the ISDA Form Master
      Agreement with respect to BSFP as the Affected Party, or Section 5(b)(iii)
      of
      the ISDA Form Master Agreement with respect to BSFP as the Burdened Party.
For purposes
      of
      the Transaction to which this Agreement relates, Counterparty’s only obligation
      under Section 2(a)(i) of the ISDA Form Master Agreement is to cause the Fixed
      Amount to be paid on the Fixed Rate Payer Payment Date.

    


    5)
      Documents to be Delivered. For the purpose of Section 4(a) of the ISDA
      Form Master Agreement:

    


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

    


    
      	
               

              Party
                required to deliver document

               

            	
               

              Form/Document/

              Certificate

               

            	
               

              Date
                by which to

              be
                delivered

               

            
	
               

              BSFP
                and

              the
                Counterparty

               

            	
               

              Any
                document required or reasonably requested to allow the other party
                to make
                payments under this Agreement without any deduction or withholding
                for or
                on the account of any Tax or with such deduction or withholding at
                a
                reduced rate

               

            	
              Promptly
                after the earlier of (i) reasonable demand by either party or (ii)
                learning that such form or document is required

               

            
	
               

              BSFP

            	
               

              An
                original properly completed and executed United States Internal Revenue
                Service Form W-9 including applicable attachments (or any successor
                thereto) with respect to any payments received or to be received
                by Party
                A.

               

            	
              (i)
                upon execution of this Agreement, (or as soon thereafter as practicable,
                but before the first payment to be made under this Agreement) (ii)
                on or
                before the first payment date under this Agreement, including any
                Credit
                Support Document, (iii) promptly upon the reasonable demand by Party
                B,
                (iv) prior to the expiration or obsolescence of any previously delivered
                form, and (v) promptly upon the information on any such previously
                delivered form becoming inaccurate or incorrect.

               

               

            


    

    


    
      
        
          
          

        

        
          F-6

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 6
              of 18   

          

        

        
          
          

        

      

    

    


    


    
      	
               

              Counterparty

            	
               

              An
                original properly completed and executed United States Internal Revenue
                Service Form W-9 including applicable attachments (or any successor
                thereto) with respect to any payments received or to be received
                by
                Counterparty.

               

               

            	
              (i)
                upon execution of this Agreement, (or as soon thereafter as practicable,
                but before the first payment to be made under this Agreement) (ii)
                on or
                before the first payment date under this Agreement, including any
                Credit
                Support Document, (iii) promptly upon the reasonable demand by Bear
                Stearns, (iv) prior to the expiration or obsolescence of any previously
                delivered form, and (v) promptly upon the information on any such
                previously delivered form becoming inaccurate or incorrect.

               

               

            


    

    


    (2)           Other
      documents to be delivered are:

    


    
      	
               

              Party
                required to deliver document

               

            	
               

              Form/Document/

              Certificate

               

            	
               

              Date
                by which to

              be
                delivered

               

            	
               

              Covered
                by Section 3(d) Representation

               

            
	
               

              BSFP
                and

              the
                Counterparty

               

            	
               

              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver this Agreement, any Confirmation , and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under this Agreement, such Confirmation and/or Credit Support Document,
                as
                the case may be

               

            	
               

              Upon
                the execution and delivery of this Agreement and such Confirmation;
                and,
                in the case of the Counterparty, within 30 days after the date of
                this
                agreement

               

            	
               

              Yes

               

            


    

    


    
      
        
          
          

        

        
          F-7

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 7
              of 18   

          

        

        
          
          

        

      

    

    


    


    
      	
               

              Party
                required to deliver document

               

            	
               

              Form/Document/

              Certificate

               

            	
               

              Date
                by which to

              be
                delivered

               

            	
               

              Covered
                by Section 3(d) Representation

               

            
	
               

              BSFP
                and

              the
                Counterparty

               

            	
               

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

               

            	
               

              Upon
                the execution and delivery of this Agreement and such
                Confirmation

               

            	
               

              Yes

               

            
	
               

              Counterparty

            	
               

              An
                executed copy of the Pooling and Servicing Agreement

               

            	
               

              Within
                30 days after the date of this Agreement.

               

            	 


    

    


    6)
      Miscellaneous. Miscellaneous

    


    
      	
              (a)

            	
              Address
                for Notices:  For the purposes of Section 12(a) of the ISDA
                Form Master Agreement:

            


    

    


    Address
      for notices or communications
      to BSFP:

    


    Address:                      383
      Madison Avenue, New York, New York 10179

    Attention:                      DPC
      Manager

    Facsimile:                      (212)
      272-5823

    


    with
      a copy to:

    


    Address:                      One
      Metrotech Center North, Brooklyn, New York 11201

    Attention:                      Derivative
      Operations - 7th Floor

    Facsimile:                      (212)
      272-1634

    


    (For
      all purposes)

    


    
      
        
          
          

        

        
          F-8

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 8
              of 18   

          

        

        
          
          

        

      

    

    


    Address
      for notices or communications
      to the Counterparty:

    


    Address:               
      U.S. Bank National Association

    One
Federal
      Street, 3rd Floor

    Boston,
      Massachusetts
      02110

    Facsimile:              617-603-6637

    Phone:                   617-603-6402

    


    with
      a copy to:

    


    Address:               Citibank
      Agency and Trust

    388
      Greenwich Street, 14th
      Floor

    New
      York, New York 10013

    Facsimile:               212-816-5527

    Phone:                    212-816-5685

    


    (b)           Process
      Agent.  For the purpose of Section 13(c) of the ISDA Form Master
      Agreement:

    


    BSFP
      appoints as its

    Process
      Agent:                                           Not
      Applicable

    


    The
      Counterparty appoints as
      its

    Process
      Agent:                                           Not
      Applicable

    


    
      	
              (c)

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

            


    

    


    
      	
              (d)

            	
              Multibranch
                Party.  For the purpose of Section 10(c) of the ISDA Form
                Master Agreement:

            


    

    


    BSFP
      is not a Multibranch
      Party.

    


    
      	
               

            	
              The
                Counterparty is a Multibranch
                Party.

            


    

    


    
      	
              (e)

            	
              Calculation
                Agent.  The Calculation Agent is BSFP; provided, however, that
                if an Event of Default occurs with respect to BSFP, then the Counterparty
                shall be entitled to appoint a financial institution which would
                qualify
                as a Reference Market-maker to act as Calculation
                Agent.

            


    

    


    (f)           Credit
      Support Document.  Not applicable for either BSFP or the
      Counterparty.

    


    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

    


    
      
        
          
          

        

        
          F-9

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 9
              of 18   

          

        

        
          
          

        

      

    

    


    
      	
              BSFP:

            	
              Not
                Applicable

            


    

    


    
      	
              The
                Counterparty:

            	
              Not
                Applicable

            


    

    


    
      	
              (h)

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

            


    

    


    
      	
              (i)

            	
              Severability.
                If any term, provision, covenant, or condition of this Agreement,
                or the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) for any reason, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties.

            


    

    


    
      	
               

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

            


    

    


    
      	
              (j)

            	
              Consent
                to Recording.  Each party hereto consents to the monitoring or
                recording, at any time and from time to time, by the other party
                of any
                and all communications between officers or employees of the parties,
                waives any further notice of such monitoring or recording, and agrees
                to
                notify its officers and employees of such monitoring or
                recording.

            


    

    


    
      	
              (k)

            	
              Waiver
                of Jury Trial.

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

            


    

    


    
      	
              (l)

            	
              Non-Recourse.
                Notwithstanding any provision herein or in the ISDA Form Master Agreement
                to the contrary, the obligations of Counterparty hereunder are limited
                recourse obligations of Counterparty, payable solely from the Trust
                and
                the proceeds thereof to satisfy Counterparty's obligations hereunder.
                In
                the event that the Trust and proceeds thereof should be insufficient
                to
                satisfy all claims outstanding and following the realization of the
                Trust
                and the distribution of the proceeds thereof in accordance with the
                Pooling and Servicing Agreement, any claims against or obligations
                of
                Counterparty under the ISDA Form Master Agreement or any other
                confirmation thereunder, still outstanding shall be extinguished
                and
                thereafter not revive.

            


    

    


    
      
        
          
          

        

        
          F-10

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 10
              of 18   

          

        

        
          
          

        

      

    

    


    
      	
              (m)

            	
              Transfer,
                Amendment and Assignment. No transfer, amendment, waiver, supplement,
                assignment or other modification of this Transaction (other than
                the
                pledge of this Transaction to the trustee pursuant to the Pooling
                and
                Servicing Agreement) shall be permitted by either party unless each
                of
                Fitch
                Ratings (“Fitch”), Standard & Poor’s, a division of The McGraw-Hill
                Companies, Inc. (“S&P”) and Moody’s Investor Service, Inc.
                (“Moody’s”), has been provided notice of the same and confirms in writing
                (including by facsimile transmission) within five Business Days after
                such
                notice is given that it will not downgrade, qualify, withdraw or
                otherwise
                modify its then-current rating of the Certificates (as defined in
                the
                Pooling and Servicing Agreement).

            


    

    


    
      	
              (n)

            	
              Proceedings.
                BSFP shall not institute against or cause any other person to institute
                against, or join any other person in instituting against the Counterparty,
                any bankruptcy, reorganization, arrangement, insolvency or liquidation
                proceedings, or other proceedings under any of the laws of the United
                States, or any other jurisdiction for a period of one year and one
                day
                (or, if longer, the applicable preference period) following indefeasible
                payment in full of the
                Certificates.

            


    

    


    
      	
              (o)

            	
              The
                ISDA Form Master Agreement is hereby amended as
                follows:

            


    

    


    
      	
               

            	
              The
                word “third” shall be replaced by the word “second” in the third line of
                Section 5(a)(i) of the ISDA Form Master
                Agreement.

            


    

    


    
      	
              (p)

            	
              Trustee’s
                Capacity. It is expressly understood and agreed by the parties hereto
                that
                insofar as this Confirmation is executed by the trustee (i) this
                Confirmation is executed and delivered by U.S. Bank National Association,
                not in its individual capacity but solely as trustee pursuant to
                the
                Pooling and Servicing Agreement in the exercise of the powers and
                authority conferred and vested in it thereunder (ii) each of the
                representations, undertakings and agreements herein made on behalf
                of the
                CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A5 (the
“Trust”)
                is made and intended not as personal representations of the trustee
                but is
                made and intended for the purpose of binding only the Trust, and
                (iii)
                under no circumstances will U.S. Bank National Association in its
                individual capacity be personally liable for the payment of any
                indebtedness or expenses or be personally liable for the breach or
                failure
                of any obligation, representation, warranty or covenant made or undertaken
                under this Confirmation.

            


    

    


    
      	
              (q)

            	
              BSFP
                will not unreasonably withhold or delay its consent to an assignment
                of
                this Agreement to any other third
                party.

            


    

    


    
      	
              (r)

            	
              Set-Off.  Notwithstanding
                any provision of this Agreement or any other existing or future agreement,
                each party irrevocably waives any and all rights it may have to set
                off,
                net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between it and the other party hereunder
                against any obligation between it and the other party under any other
                agreements.  The provisions for Set-Off set forth in Section
                6(e) of the Agreement shall not apply for purposes of this
                Transaction.

            


    

    


    
      
        
          
          

        

        
          F-11

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 11
              of 18   

          

        

        
          
          

        

      

    

    


    
      	
              (s)

            	
              Additional
                Termination Events. Additional Termination Events will
                apply.

            


    

    


    (i)
      If a
      Ratings Event has occurred and BSFP has not, within 30 days, complied with
      Section 6(t) below, then an Additional Termination Event shall have occurred
      with respect to BSFP and BSFP shall be the sole Affected Party with respect
      to
      such an Additional Termination Event.

    


    (ii)
      Cap
      Disclosure Event. If, upon the occurrence of a Cap Disclosure Event (as defined
      in Paragraph 6(u)(ii) below), BSFP has not, within the greater of (5) five
      calendar days or (3) three Business Days after such Cap Disclosure Event
      complied with any of the provisions set forth in Paragraph 6(u)(iii) below,
      then
      an Additional Termination Event shall have occurred with respect to BSFP and
      BSFP shall be the sole Affected Party with respect to such Additional
      Termination Event.

    


    
      	
              (t)

            	
              Ratings
                Downgrade.

            


    

    


        (a)
      If BSFP
      fails to satisfy the Required Ratings (a “Ratings
      Event”), then BSFP shall, at its own expense and subject to the
      Rating Agency Condition, either

    


    (i)
      assign this Transaction to an entity that satisfies (or whose credit support
      provider satisfies) the Required Ratings;

    


    (ii)
      obtain a guaranty of an entity that satisfies the Required Rating to guaranty
      BSFP’s obligations under this Transaction; or

    


    (iii)
      take any other action that satisfies the Rating Agency Condition;

    


    providedthat
      the failure by BSFP to take any action specified in (i)-(iv) above on or
      prior to the 30th calendar
      day after
      such Ratings Event shall constitute an Additional Termination Event under the
      ISDA Form Master Agreement with respect to which BSFP shall be the sole Affected
      Party and this Transaction shall be the sole Affected Transaction.

    


        (b)
      If BSFP
      fails to satisfy the Replacement Ratings (a “Replacement
      Event”), then BSFP shall, at its own expense and subject to the
      Rating Agency Condition, either:

    


    (i)
      assign this Transaction to an entity that satisfies (or whose credit support
      provider satisfies) the Required Ratings;

    


    (ii)
      obtain a guaranty of an entity that satisfies the Required Rating to guaranty
      BSFP’s obligations under this Transaction; or

    


    (iii)
      take any other action that satisfies the Rating Agency Condition;

    


    
      
        
          
          

        

        
          F-12

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 12
              of 18   

          

        

        
          
          

        

      

    

    


    providedthat
      the failure by BSFP to take any action specified in (i)-(iii) above on
      or
      prior to the 10th Local Business Days after such Replacement Event shall
      constitute an Additional Termination Event under the ISDA Form Master Agreement
      with respect to which BSFP shall be the sole Affected Party and this Transaction
      shall be the sole Affected Transaction.

    


    As
      used
      herein,

    


    “Moody’s”
      means Moody’s Investors Service, Inc.

    


    “Rating
      Agency” means, each of S&P and Moody’s

    


    “Rating
      Agency Condition” means with respect to any proposed act or
      omission to act hereunder, a condition that is satisfied if each Rating Agency
      then providing a rating of the Certificates confirms in writing that the
      proposed action or inaction would not cause a downgrade or withdrawal of the
      thencurrent rating of the Certificates.

    


    “Replacement
      Ratings” means, with respect to any entity, the rating of the
      long-term senior unsecured and unsubordinated obligations of such entity is
      at
      least “BBB-” by S&P or “A3” by Moody’s.

    


    “Required
      Ratings” means, with respect to any entity, the rating of the
      long-term senior unsecured and

    unsubordinated
      obligations of such entity is at least “AA-” by S&P and “Aa3” by
      Moody’s.

    


    “S&P”
      means Standard and Poor’s Ratings Services, Inc.

    


    
      	(u)
               

            	
              Compliance
                with Regulation AB.

            


    

    


    
      	
               

            	
              (i)
                BSFP agrees and
                acknowledges that the Depositor is required under Regulation AB under
                the
                Securities Act of 1933, as amended (the “Securities Act”), and the
                Securities Exchange Act of 1934, as amended (the “Exchange Act”)
                (“Regulation AB”), to disclose certain financial information regarding
                BSFP or its group of affiliated entities, if applicable, depending
                on the
                aggregate “significance percentage” of this Agreement and any other
                derivative contracts between BSFP or its group of affiliated entities,
                if
                applicable, and Counterparty, as calculated from time to time in
                accordance with Item 1115 of Regulation
                AB.

            


    

    


    
      	
               

            	
              (ii)
                It shall be cap disclosure event (“Cap Disclosure Event”) if, on any
                Business Day after the date hereof, the Depositor or the Counterparty
                requests from BSFP the applicable financial information described
                in Item
                1115 of Regulation AB (such request to be based on a reasonable
                determination by Depositor, in good faith, that such information
                is
                required under Regulation AB) (the “Cap Financial
                Disclosure”).

            


    

    


    
      	
               

            	
              (iii)
                Upon the occurrence of a Cap Disclosure Event, BSFP, at its own expense,
                shall (a) provide to the Depositor and Counterparty the Cap Financial
                Disclosure, (b) secure another

            


    

    


    
      
        
          
          

        

        
          F-13

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 13
              of 18   

          

        

        
          
          

        

      

    

    


    entity
      to
      replace BSFP as party to this Agreement on terms substantially similar to this
      Agreement and subject to prior notification to the Swap Rating Agencies, which
      entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds
      (or which satisfies the Rating Agency Condition) and which entity (i) is able
      to
      comply with the requirements of Item 1115 of Regulation AB and (ii) provides
      indemnity to the Depositor, reasonably satisfactory to the Depositor, in
      relation to financial information delivered to comply with the requirements
      of
      Regulation AB or (c) obtain a guaranty of the BSFP’s obligations under this
      Agreement from an affiliate of the BSFP that is able to comply with the
      financial information disclosure requirements of Item 1115 of Regulation AB,
      such that disclosure provided in respect of the affiliate will satisfy any
      disclosure requirements applicable to the Cap Provider, and cause such affiliate
      to provide Cap Financial Disclosure. If permitted by Regulation AB, any required
      Cap Financial Disclosure may be provided by incorporation by reference from
      reports filed pursuant to the Exchange Act.

    


    
      	
               

            	
              (iv)
                Any such Cap Financial Disclosure provided pursuant to this paragraph
                6(u)
                shall be in a form suitable for conversion to the format required
                for
                filing by the Depositor or the Counterparty with the Securities and
                Exchange Commission via the Electronic Data Gathering Retrieval System
                (EDGAR).

            


    

    


    
      	
               

            	
              (v)
                In the event that BSFP provides financial data or financial statements
                in
                accordance with this Paragraph 6(u), BSFP will indemnify and hold
                harmless
                the Depositor, its directors or officers and any person controlling
                the
                Depositor, from and against any and all losses, claims, damages and
                liabilities caused by any untrue statement or alleged untrue statement
                of
                a material fact contained therein or caused by any omission or alleged
                omission to state therein a material fact required to be stated therein
                or
                necessary to make the statements therein, in light of the circumstances
                under which they were made, not misleading. The Depositor will indemnify
                and hold harmless BSFP, its directors or officers and any person
                controlling the BSFP, from and against any and all losses, claims,
                damages
                and liabilities caused by any untrue statement or alleged untrue
                statement
                of a material fact contained in all offering materials (other than
                said
                financial information and the description of BSFP provided by BSFP
                for
                inclusion in such offering materials or reports) filed with the Securities
                and Exchange Commission or delivered to investors in connection with
                the
                offering of the Certificates and in reports of the Depositor filed
                under
                the Exchange Act in respect of the Certificates, or caused by any
                omission
                or alleged omission to state therein a material fact required to
                be stated
                therein or necessary to make the statements therein, in light of
                the
                circumstances under which they were made, not
                misleading.

            


    

    


    
      	
               

            	
              (vi)
                Third Party Beneficiary. Depositor shall be a third party beneficiary
                of
                this Agreement.

            


    

    


    7)
      "Affiliate" will have the meaning specified in Section 14 of the ISDA Form
      Master Agreement, provided that BSFP shall be deemed to have no
      Affiliates for purposes of this Agreement, including for purposes of Section
      6(b)(ii) of the ISDA Form Master Agreement.

    


    8)  Section
      3 of the ISDA Form Master Agreement is hereby amended by adding at the end
      thereof the following subsection (g):

    


    
      
        
          
          

        

        
          F-14

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 14
              of 18   

          

        

        
          
          

        

      

    

    


    “(g)           Relationship
      Between Parties.

    


    
      	
               

            	
              Each
                party represents to the other party on each date when it enters into
                a
                Transaction that:--

            


    

    


    (1)  Nonreliance.  It
      is not relying on any statement or representation of the other party regarding
      the Transaction (whether written or oral), other than the representations
      expressly made in this Agreement or the Confirmation in respect of that
      Transaction.

    


    (2)
Evaluation
      and
      Understanding.

    


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

    


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

    


    (3)
Purpose.  It
      is
      entering into the Transaction for the purposes of managing its borrowings or
      investments, hedging its underlying assets or liabilities or in connection
      with
      a line of business.

    


    (4)
Principal.  It
      is
      entering into the Transaction as principal, and not as agent or in any other
      capacity, fiduciary or otherwise.

    


    (5)
      Eligible Contract
      Participant. (A) It is an “eligible contract participant” within the meaning of
      Section 1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement
      and
      each Transaction is subject to individual negotiation by such party; and (C)
      neither this Agreement nor any Transaction will be executed or traded on a
      “trading facility” within the meaning of Section 1a(33) of the Commodity
      Exchange Act, as amended.”

    


    9)
      BSFP
Payments
      to
      be made to Paying Agent. BSFP will, unless otherwise directed by the Paying
      Agent, make all payments hereunder to the Paying Agent. Payment made to the
      Paying Agent at the account specified herein or to another account specified
      in
      writing by the Paying Agent shall satisfy the payment obligations of BSFP
      hereunder to the extent of such payment.

    


    
      	
               

            	
              NEITHER
                THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
                THE
                BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT
                SUPPORT PROVIDER ON THIS
                AGREEMENT.

            


    

    


    
      
        
          
          

        

        
          F-15

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 15
              of 18   

          

        

        
          
          

        

      

    

    


    
      	
              
                5.
                  Account
                  Details and

              

            	
               

            	
               

            


    

    
      	
              Settlement
                Information:

            	
              Payments
                to BSFP:

            


    

    Citibank,
      N.A., New York

    ABA
      Number: 021-0000-89, for the account of

    Bear,
      Stearns Securities Corp.

    Account
      Number: 0925-3186, for further credit to

    Bear
      Stearns Financial Products Inc.

    Sub-account  Number:
      102-04654-1-3

    Attention:
      Derivatives Department

    


    Payments
      to Counterparty:

    Citibank,
      N.A.

    Agency
      and Trust

    New
      York,
      NY

    ABA
      Number: 021-000-089

    Structured
      Finance Concentration

    Account
      Number: 3617-2242

    For
      further credit to Account # 106691 – Yield Maintenance Payment for CMALT 2007-A5
      Class IA-3

    


    


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

    


    Counterparty
      hereby agrees to check this Confirmation and to confirm that the foregoing
      correctly sets forth the terms of the Transaction by signing in the space
      provided below and returning to BSFP a facsimile of the fully-executed
      Confirmation to 212-272-9857. For inquiries regarding U.S.
      Transactions, please contact Derivatives Documentation by
      telephone at 212-272-2711.  For all other inquiries
      please contact Derivatives
      Documentation by telephone at
353-1-402-6233. Originals will be provided for
      your execution
      upon your request.

    


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

    


    


    
      
        
          
          

        

        
          F-16

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 16
              of 18   

          

        

        
          
          

        

      

    

    


    


    
      	
               

            	
              Very
                truly yours,

            


    

    


    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

    


    


    


    By:  _______________________________

    Name:

    Title:

    


    


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

    


    CMALT
      (CITIMORTGAGE ALTERNATIVE LOAN TRUST), SERIES 2007-A5,

    


    By:
      U.S. BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE, FOR
      CMALT (CITIMORTGAGE ALTERNATIVE LOAN TRUST), SERIES
      2007-A5

    


    


    By:
      ___________________________________

    Name:

    Title:

    


    


    Solely
      for purposes of paragraph 6(u): Citicorp Mortgage Securities,
      Inc.

    


    


    By:
      ___________________________________

    Name:

    Title:

    


    


    lm

    


    
      
        
          
          

        

        
          F-17

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 17
              of 18   

          

        

        
          
          

        

      

    

    


    SCHEDULE
      I

    (all
      such
      dates subject to adjustment in accordance with the Business Day
      Convention)

    


    
      	
              From
                and including

               

            	
              To
                but excluding

               

            	
              Notional
                Amount

              (USD)

            
	
              Effective
                Date

            	
              02/25/07

            	
              $244,115,589.00

            
	
              06/25/07

            	
              07/25/07

            	
              240,913,966.17

            
	
              07/25/07

            	
              08/25/07

            	
              236,111,784.84

            
	
              08/25/07

            	
              09/25/07

            	
              230,699,935.01

            
	
              09/25/07

            	
              10/25/07

            	
              224,688,096.98

            
	
              10/25/07

            	
              11/25/07

            	
              218,088,349.86

            
	
              11/25/07

            	
              12/25/07

            	
              210,915,160.73

            
	
              12/25/07

            	
              01/25/08

            	
              203,185,360.75

            
	
              01/25/08

            	
              02/25/08

            	
              194,918,107.92

            
	
              02/25/08

            	
              03/25/08

            	
              186,134,836.56

            
	
              03/25/08

            	
              04/25/08

            	
              176,859,193.11

            
	
              04/25/08

            	
              05/25/08

            	
              167,116,958.70

            
	
              05/25/08

            	
              06/25/08

            	
              157,042,532.69

            
	
              06/25/08

            	
              07/25/08

            	
              147,351,423.46

            
	
              07/25/08

            	
              08/25/08

            	
              138,038,028.36

            
	
              08/25/08

            	
              09/25/08

            	
              129,096,735.95

            
	
              09/25/08

            	
              10/25/08

            	
              120,521,925.16

            
	
              10/25/08

            	
              11/25/08

            	
              112,307,964.75

            
	
              11/25/08

            	
              12/25/08

            	
              104,449,212.76

            
	
              12/25/08

            	
              01/25/09

            	
              96,940,016.18

            
	
              01/25/09

            	
              02/25/09

            	
              89,774,710.65

            
	
              02/25/09

            	
              03/25/09

            	
              82,947,620.44

            
	
              03/25/09

            	
              04/25/09

            	
              76,453,058.36

            
	
              04/25/09

            	
              05/25/09

            	
              70,285,325.99

            
	
              05/25/09

            	
              06/25/09

            	
              64,438,713.84

            
	
              06/25/09

            	
              07/25/09

            	
              58,907,501.80

            
	
              07/25/09

            	
              08/25/09

            	
              53,685,959.59

            
	
              08/25/09

            	
              09/25/09

            	
              48,768,347.36

            
	
              09/25/09

            	
              10/25/09

            	
              44,148,916.40

            
	
              10/25/09

            	
              11/25/09

            	
              39,821,909.95

            
	
              11/25/09

            	
              12/25/09

            	
              35,762,487.09

            
	
              12/25/09

            	
              01/25/10

            	
              31,839,401.95

            
	
              01/25/10

            	
              02/25/10

            	
              28,049,667.50

            
	
              02/25/10

            	
              03/25/10

            	
              24,390,355.98

            


    

    


    
      
        
          
          

        

        
          F-18

          
            
         
Reference
            Number:  FXNEC9540      

                    U.S.
              Bank
              National Association, not individually, but solely as trustee on behalf
              of CMALT
              (CitiMortgage Alternative Loan Trust), Series
              2007-A5      

                    May
              30,
              2007      

                    Page  of 18
              of 18   

          

        

        
          
          

        

      

    

    


    


    
      	
              03/25/10

            	
              04/25/10

            	
              20,858,597.81

            
	
              04/25/10

            	
              05/25/10

            	
              17,451,580.47

            
	
              05/25/10

            	
              06/25/10

            	
              14,166,547.34

            
	
              06/25/10

            	
              07/25/10

            	
              11,000,796.75

            
	
              07/25/10

            	
              08/25/10

            	
              7,951,680.79

            
	
              08/25/10

            	
              09/25/10

            	
              5,016,604.34

            
	
              09/25/10

            	
              Termination
                Date

            	
              2,193,024.03

            


    

    


    


     

     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
          
          

        

        
          F-19