formofpsa.htm


     

     

     

     

     

    

      EXHIBIT
        4.1

       

      
         

        Citicorp
          Mortgage Securities, Inc.

        Depositor

         

        CitiMortgage,
          Inc.

        Servicer
          and Master Servicer

         

        [***]

        Trustee

         

        Citibank,
          N.A.

        Paying
          Agent, Certificate Registrar

         and
          Authenticating Agent

         

        
          Pooling
            and Servicing Agreement

           

          [Citicorp
            Mortgage Securities Trust] [CMALT (CitiMortgage Alternative Loan Trust)],
            Series
            200[*-*]

           

          REMIC
            Pass-Through Certificates

           

          


        

         

        [Month]
          1, 200[*]

         


        
          
             

          

          
            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 11

          12.4
Ratio-stripped
            IO and PO classes
            11

          12.5
Loss
            limits 11

          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
            12

          13           Principal
            balances
            12

          13.1
Class
            balances
            12

          13.2
Certificate
            balances
            13

          14           Allocations
            13

          14.1
Interest
            allocations
            13

          14.2
Principal
            allocations
            13

          14.3
Unscheduled
            principal
            14

          14.4
Maintenance
            of subordination
            15

          15           Allocations
            among the senior classes
            15

          15.1
Order
            of allocation among senior
            target-rate classes 15

          15.2
NAS
            classes 16

          15.3
PAC
            classes 16

          15.4
TAC
            classes 16

          16           Distributions
            16

          16.1
Types
            of distributions
            16

          16.2
Accrual
            and accrual directed classes
            16

          16.3
Distribution
            priorities
            17

          16.4
Distributions
            to certificate holders
            18

          16.5
Final
            distribution on the residual
            certificates 18

          16.6
Wire
            transfer eligibility
            18

          17           Adjustments
            to class balances
            18

          18           Loss
            recoveries
            19

          19           Additional
            structuring features
            20

          20           LIBOR
            classes
            20

          21           Composite
            and component classes
            21

          22           Multiple-pool
            series
            21

          22.1
Adjustment
            of subordinated component
            class principal balances 22

          22.2
Maintenance
            of subordination
            23

          22.3
Distribution
            shortfalls
            24

          22.4
Undersubordination
            24

          22.5
Undercollateralization
            25

          22.6
Non-subordinated
            interest shortfalls
            26

          23           Super
            senior and super senior support
            classes 26

          24           Retail
            classes
            27

          25           Insured
            classes
            27

          26           Advance
            account
            27

          27           REMIC
provisions
            27

          27.1
Constituent
REMICs
            27

          27.2
The
            class P and class L regular
            interests 27

          27.3
Principal
            distributions and loss
            allocations to class L and class P regular interests 28

          27.4
Interest
            distributions to class L and
            class P regular interests 28

          27.5
REMIC
            accounts and distributions
            29

          27.6
Tax
            matters person
            31

          28           Yield
            maintenance agreement
            31

          28.1
Yield
            maintenance agreement
            31

          28.2
            Tax treatment 33


          
            
               

            

            
              2

              
                

              

            

            
               

            

          


          


          29           Notice
            addresses
            33

          30           Initial
            Depositories 34

          


          STANDARD
            TERMS 35

          1    Definitions
            and usages
            35

          1.1
Defined
            terms
            35

          1.2
Usages
            51

          1.3
Calculations
            respecting mortgage loans
            52

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

          2.1
Transfer
            of mortgage loans
            52

          2.2
CMSI’s
            representations and warranties
            57

          2.3
Repurchase
            or substitution of mortgage
            loans 59

          3    Servicing
            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
            71

          3.8
Permitted
            withdrawals from certificate
            account 72

          3.9
Expenses
            73

          3.10
Primary
            mortgage insurance
            74

          3.11
Hazard
            insurance
            74

          3.12
Realization
            on defaulted mortgage loans
            75

          3.13
Release
            of mortgage files
            77

          3.14
Reports
            to certificate holders and
            others 78

          3.15
Tax
            returns and reports
            80

          3.16
Application
            of buydown funds
            81

          3.17
Assumption
            and modification agreements
            81

          3.18
Refinancings
            and curtailments
            82

          3.19
Loan
            modifications
            82

          3.20
Investment
            accounts
            83

          3.21
Paying
            Agent and Certificate Registrar
            87

          3.22
Exchange
            Act reporting
            87

          4    CitiMortgage
            89

          4.1
Liability
            of CitiMortgage and others
            89

          4.2
Assumption
            of CitiMortgage’s
            obligations by affiliate 89

          4.3
Maintenance
            of office or agency
            90

          4.4
Servicer
            not to resign
            90

          4.5
Delegation
            of duties
            90

          4.6
Errors
            and omissions insurance
            90

          5    The
            certificates
            90

          5.1
The
            certificates
            90

          5.2
Registration
            of transfer and exchange
            of certificates 92

          5.3
Mutilated,
            destroyed, lost or stolen
            certificates 96

          5.4
Persons
            deemed owners
            96

          5.5
Access
            to list of certificate holders’
names and addresses 96

          5.6
Definitive
            certificates
            97

          5.7
Notices
            to Clearing Agency
            97

          6    Accounts
            97

          7    Default
            98

          7.1
Events
            of Default
            98

          7.2
Trustee
            to act; appointment of
            successor 99

          8    The
            Trustee
            99

          8.1
Duties
            99

          8.2
Liability
            101

          8.3
            Trustee not liable for certificates or mortgage loans 101


          
            
               

            

            
              3

              
                

              

            

            
               

            

          


          


          8.4
Trustee
            may own certificates
            102

          8.5
Trustee’s
            fees and expenses
            102

          8.6
Eligibility
            requirements for Trustee
            103

          8.7
Resignation
            or removal of Trustee
            103

          8.8
Successor
            trustee
            104

          8.9
Merger
            or consolidation of Trustee
            104

          8.10
Appointment
            of co-trustee or separate
            trustee 105

          8.11
Tax
            returns
            106

          8.12
Appointment
            of authenticating agent
            106

          9    Termination
            107

          9.1
Termination
            upon repurchase by
CMSI
            or liquidation of all mortgage loans
            107

          10    General
            provisions
            110

          10.1
Amendments
            110

          10.2
Recordation
            of Agreement
            111

          10.3
Limitation
            on rights of certificate
            holders 111

          10.4
Governing
            law
            111

          10.5
Maintenance
            of REMICS
            112

          10.6
Notices
            112

          10.7
Severability
            of provisions
            112

          10.8
Assignment
            112

          10.9
Certificates
            nonassessable and fully
            paid 112

           

          SIGNATURES
            AND ACKNOWLEDGMENTS 113

           

        

        
          	
                   

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

                


        

         

        
          	
                   

                	
                  [PAC
                    Schedule PAC 1]

                


        

         

        
          	
                   

                	
                  [TAC
                    Schedule TAC 1]

                


        

         

            Appendix
          1:
          Transferee’s Affidavit

         

        
          	
                   

                	
                  Exhibit
                    A: Forms of certificates
                    A-1

                


        

         

        
          	
                   

                	
                  Exhibit
                    B: Mortgage Loan Schedules
                    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, 16

                


        

        
          	
                   

                	
                  accrual
                    directed class, 16

                


        

        
          	
                   

                	
                  accrual
                    termination day, 35

                


        

        
          	
                   

                	
                  advance
                    account, 27

                


        

        
          	
                   

                	
                  advance
                    account advances, 27

                


        

        
          	
                   

                	
                  advance
                    account available advance amount,
                    27

                


        

        
          	
                   

                	
                  advance
                    account depository, 27

                


        

        
          	
                   

                	
                  advance
                    account depository agreement, 27

                


        

        
          	
                   

                	
                  advance
                    account funding date, 27

                


        

        
          	
                   

                	
                  advance
                    account trigger date, 27

                


        

        
          	
                   

                	
                  affiliate,
                    35

                


        

        
          	
                   

                	
                  affiliated
                    mortgage loans, 61

                


        

        
          	
                   

                	
                  affiliated
                    Paying Agent advances, 67

                


        

        
          	
                   

                	
                  affiliated
                    servicing fee rate, 35

                


        

        
          	
                   

                	
                  Agent,
                    93

                


        

        
          	
                   

                	
                  aggregate
                    outstanding advances, 35

                


        

        
          	
                   

                	
                  allocated
                    loss, 19

                


        

        
          	
                   

                	
                  applicable
                    constituent REMIC, 27

                


        

        
          	
                   

                	
                  appraisal,
                    35

                


        

        
          	
                   

                	
                  assumed
                    principal balance, 31

                


        

        
          	
                   

                	
                  Authenticating
                    Agent, 9, 106

                


        

        
          	
                   

                	
                  Authorized
                    Officer, 35

                


        

        
          	
                   

                	
                  Bankruptcy
                    Code, 35

                


        

        
          	
                   

                	
                  bankruptcy
                    coverage termination date, 35

                


        

        
          	
                   

                	
                  bankruptcy
                    loss, 35

                


        

        
          	
                   

                	
                  bankruptcy
                    loss limit, 35

                


        

        
          	
                   

                	
                  beneficial
                    owner, 36

                


        

        
          	
                   

                	
                  book-entry
                    certificates, 12

                


        

        
          	
                   

                	
                  business
                    day, 36

                


        

        
          	
                   

                	
                  buydown
                    account, 36

                


        

        
          	
                   

                	
                  buydown
                    funds, 36

                


        

        
          	
                   

                	
                  buydown
                    mortgage loan, 36

                


        

        
          	
                   

                	
                  buydown
                    subsidy agreement, 36

                


        

        
          	
                   

                	
                  capitalized
                    reimbursement amount, 83

                


        

        
          	
                   

                	
                  certificate
                    account, 63

                


        

        
          	
                   

                	
                  certificate
                    holder, 36

                


        

        
          	
                   

                	
                  certificate
                    insurance policy, 27

                


        

        
          	
                   

                	
                  certificate
                    rate, 10

                


        

        
          	
                   

                	
                  Certificate
                    Register, 92

                


        

        
          	
                   

                	
                  Certificate
                    Registrar, 10

                


        

        
          	
                   

                	
                  certificates,
                    9

                


        

        
          	
                   

                	
                  Citibank
                    banking affiliate, 36

                


        

        
          	
                   

                	
                  CitiMortgage,
                    9

                


        

        
          	
                   

                	
                  class,
                    36

                


        

        
          	
                   

                	
                  class
                    A-PO, 9

                


        

        
          	
                   

                	
                  class
                    A-PO certificates, 9

                


        

        
          	
                   

                	
                  class
                    B holder, 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-IO, 9

                


        

        
          	
                   

                	
                  class
                    IIA-IO certificates, 9

                


        

        
          	
                   

                	
                  class
                    IIA-x, 9

                


        

        
          	
                   

                	
                  class
                    IIA-x certificates, 9

                


        

        
          	
                   

                	
                  class
                    L regular interest, 28

                


        

        
          	
                   

                	
                  class
                    LR certificates, 9

                


        

        
          	
                   

                	
                  class
                    P regular interests, 27

                


        

        
          	
                   

                	
                  class
                    percentage, 37

                


        

        
          	
                   

                	
                  class
                    PR certificates, 9

                


        

        
          	
                   

                	
                  class
                    R certificates, 9

                


        

        
          	
                   

                	
                  classes
                    A-x through A-y,
                    37

                


        

        
          	
                   

                	
                  classes
                    B-x through B-y,
                    37

                


        

        
          	
                   

                	
                  Clearing
                    Agency, 37

                


        

        
          	
                   

                	
                  Clearing
                    Agency Participant, 37

                


        

        
          	
                   

                	
                  closing
                    date, 10

                


        

        
          	
                   

                	
                  CMSI,
                    9

                


        

        
          	
                   

                	
                  collected
                    servicing fee, 37

                


        

        
          	
                   

                	
                  component
                    classes, 21

                


        

        
          	
                   

                	
                  composite
                    class, 21

                


        

        
          	
                   

                	
                  constituent
                    REMIC, 27

                


        

        
          	
                   

                	
                  corporate
                    trust office, 33

                


        

        
          	
                   

                	
                  cumulative
                    loss test, 14

                


        

        
          	
                   

                	
                  current
                    interest allocation, 13

                


        

        
          	
                   

                	
                  custodial
                    accounts for P&I, 64

                


        

        
          	
                   

                	
                  custodial
                    investment account, 84

                


        

        
          	
                   

                	
                  cut-off
                    date, 9

                


        

        
          	
                   

                	
                  debt
                    service reduction, 37

                


        

        
          	
                   

                	
                  deficient
                    valuation, 37

                


        

        
          	
                   

                	
                  definitive
                    certificates, 12

                


        

        
          	
                   

                	
                  delegated
                    servicer, 38

                


        

        
          	
                   

                	
                  delinquency
                    test, 15

                


        

        
          	
                   

                	
                  denominations,
                    12

                


        

        
          	
                   

                	
                  Depository,
                    38

                


        

        
          	
                   

                	
                  determination
                    date, 38

                


        

        
          	
                   

                	
                  discount
                    loan, 38

                


        

        
          	
                   

                	
                  disqualified
                    organization, 93

                


        

        
          	
                   

                	
                  distribution
                    account, 68

                


        

        
          	
                   

                	
                  distribution
                    day, 10

                


        

        
          	
                   

                	
                  distribution
                    day data, 70

                


        


        
          
             

          

          
            5

            
              

            

          

          
             

          

        


        


        
          	
                   

                	
                  distribution
                    day statement, 70

                


        

        
          	
                   

                	
                  distribution
                    report, 78

                


        

        
          	
                   

                	
                  eligible
                    account, 38

                


        

        
          	
                   

                	
                  Eligible
                    Investments, 85

                


        

        
          	
                   

                	
                  eligible
                    substitute mortgage loan, 60

                


        

        
          	
                   

                	
                  ERISA,
                    38

                


        

        
          	
                   

                	
                  ERISA
                    Prohibited holder, 93

                


        

        
          	
                   

                	
                  ERISA
                    Restricted Certificates, 38

                


        

        
          	
                   

                	
                  escrow
                    accounts, 64

                


        

        
          	
                   

                	
                  Events
                    of Default, 98

                


        

        
          	
                   

                	
                  Exchange
                    Act, 38

                


        

        
          	
                   

                	
                  extraordinary
                    event, 38

                


        

        
          	
                   

                	
                  FDIC,
                    38

                


        

        
          	
                   

                	
                  Fitch,
                    38

                


        

        
          	
                   

                	
                  fraud
                    loss, 39

                


        

        
          	
                   

                	
                  fraud
                    loss limit, 38

                


        

        
          	
                   

                	
                  Furnished
                    Document, 100

                


        

        
          	
                   

                	
                  GIC,
                    39

                


        

        
          	
                   

                	
                  GNMA,
                    39

                


        

        
          	
                   

                	
                  group,
                    22, 39

                


        

        
          	
                   

                	
                  group
                    target-rate class percentage, 39

                


        

        
          	
                   

                	
                  Guide,
                    39

                


        

        
          	
                   

                	
                  high-cost
                    mortgage loan, 39

                


        

        
          	
                   

                	
                  holder,
                    39

                


        

        
          	
                   

                	
                  hypothetical
                    mortgage loan, 39

                


        

        
          	
                   

                	
                  impaired
                    subordination level, 15

                


        

        
          	
                   

                	
                  independent
                    accountants, 39

                


        

        
          	
                   

                	
                  Indirect
                    Participant, 39

                


        

        
          	
                   

                	
                  initial,
                    39

                


        

        
          	
                   

                	
                  initial
                    bankruptcy loss limit, 11

                


        

        
          	
                   

                	
                  initial
                    fraud loss amount, 11

                


        

        
          	
                   

                	
                  initial
                    special hazard loss limit, 11

                


        

        
          	
                   

                	
                  insurance
                    premium, 27

                


        

        
          	
                   

                	
                  insurance
                    proceeds, 39

                


        

        
          	
                   

                	
                  insured
                    class, 27

                


        

        
          	
                   

                	
                  Insurer,
                    27

                


        

        
          	
                   

                	
                  interest
                    allocation, 13

                


        

        
          	
                   

                	
                  interest
                    allocation carryforward, 13

                


        

        
          	
                   

                	
                  interest
                    distribution, 16

                


        

        
          	
                   

                	
                  interest
                    portion of a liquidated loan loss,
                    40

                


        

        
          	
                   

                	
                  interest
                    portion of a realized loss, 47

                


        

        
          	
                   

                	
                  Internal
                    Revenue Code, 39

                


        

        
          	
                   

                	
                  investment
                    account, 39

                


        

        
          	
                   

                	
                  investment
                    income, 39

                


        

        
          	
                   

                	
                  IO
                    class, 40

                


        

        
          	
                   

                	
                  IO
                    loan, 40

                


        

        
          	
                   

                	
                  IO
                    strip, 40

                


        

        
          	
                   

                	
                  last
                    scheduled distribution day, 10

                


        

        
          	
                   

                	
                  latest
                    possible maturity date, 10

                


        

        
          	
                   

                	
                  LIBOR,
                    20

                


        

        
          	
                   

                	
                  LIBOR
                    accrual period, 20

                


        

        
          	
                   

                	
                  LIBOR
                    classes, 20

                


        

        
          	
                   

                	
                  liquidated
                    loan, 40

                


        

        
          	
                   

                	
                  liquidated
                    loan loss, 40

                


        

        
          	
                   

                	
                  liquidation
                    expenses, 40

                


        

        
          	
                   

                	
                  liquidation
                    proceeds, 40

                


        

        
          	
                   

                	
                  loss
                    recovery, 41

                


        

        
          	
                   

                	
                  lower-tier
                    REMIC, 27

                


        

        
          	
                   

                	
                  lower–tier
                    REMIC account, 29

                


        

        
          	
                   

                	
                  margin,
                    31

                


        

        
          	
                   

                	
                  master
                    servicer, 61

                


        

        
          	
                   

                	
                  master
                    servicing fee, 41

                


        

        
          	
                   

                	
                  master
                    servicing fee rate, 41

                


        

        
          	
                   

                	
                  material
                    breach, 59

                


        

        
          	
                   

                	
                  maximum
                    protection percentage, 31

                


        

        
          	
                   

                	
                  MERS,
                    53

                


        

        
          	
                   

                	
                  month,
                    41

                


        

        
          	
                   

                	
                  monthly
                    affiliated servicing fee rate, 35

                


        

        
          	
                   

                	
                  monthly
                    master servicing fee rate, 41

                


        

        
          	
                   

                	
                  monthly
                    pass-through rate, 44

                


        

        
          	
                   

                	
                  monthly
                    third-party servicing fee rate, 50

                


        

        
          	
                   

                	
                  Moody’s,
                    41

                


        

        
          	
                   

                	
                  mortgage,
                    41

                


        

        
          	
                   

                	
                  mortgage
                    documents, 41

                


        

        
          	
                   

                	
                  mortgage
                    file, 41

                


        

        
          	
                   

                	
                  mortgage
                    loan, 41

                


        

        
          	
                   

                	
                  mortgage
                    loan schedule, 41

                


        

        
          	
                   

                	
                  mortgage
                    note, 41

                


        

        
          	
                   

                	
                  Mortgage
                    Note Custodial Agreement, 53

                


        

        
          	
                   

                	
                  Mortgage
                    Note Custodian, 53

                


        

        
          	
                   

                	
                  mortgage
                    note rate, 41

                


        

        
          	
                   

                	
                  mortgaged
                    property, 41

                


        

        
          	
                   

                	
                  mortgagor,
                    41

                


        

        
          	
                   

                	
                  multiple-pool
                    series, 41

                


        

        
          	
                   

                	
                  NAS
                    classes, 16

                


        

        
          	
                   

                	
                  net
                    liquidation proceeds, 41

                


        

        
          	
                   

                	
                  net
                    Paying Agent advances, 41

                


        

        
          	
                   

                	
                  net
                    REO proceeds, 41

                


        

        
          	
                   

                	
                  net
                    voluntary advances, 42

                


        

        
          	
                   

                	
                  non-accelerated
                    senior classes, 16

                


        

        
          	
                   

                	
                  nonrecoverable
                    advance, 42

                


        

        
          	
                   

                	
                  non-subordinated
                    losses, 42

                


        

        
          	
                   

                	
                  non-supported
                    prepayment interest shortfall, 42

                


        

        
          	
                   

                	
                  notional
                    balance, 12

                


        

        
          	
                   

                	
                  officer’s
                    certificate, 42

                


        

        
          	
                   

                	
                  opinion
                    of counsel, 42

                


        

        
          	
                   

                	
                  order
                    of seniority, 42

                


        

        
          	
                   

                	
                  order
                    of subordination, 42

                


        

        
          	
                   

                	
                  original
                    value, 42

                


        


        
          
             

          

          
            6

            
              

            

          

          
             

          

        


        


        
          	
                   

                	
                  Originator,
                    43

                


        

        
          	
                   

                	
                  outstanding,
                    43

                


        

        
          	
                   

                	
                  overcollateralized,
                    25

                


        

        
          	
                   

                	
                  PAC
                    class, 16

                


        

        
          	
                   

                	
                  Participant,
                    44

                


        

        
          	
                   

                	
                  pass-through
                    rate, 44

                


        

        
          	
                   

                	
                  Paying
                    Agent, 10

                


        

        
          	
                   

                	
                  Paying
                    Agent failure, 27

                


        

        
          	
                   

                	
                  Paying
                    Agent failure advance, 27

                


        

        
          	
                   

                	
                  percentage
                    interest, 44

                


        

        
          	
                   

                	
                  person,
                    44

                


        

        
          	
                   

                	
                  planned
                    amortization class, 16

                


        

        
          	
                   

                	
                  planned
                    balances, 16

                


        

        
          	
                   

                	
                  PO
                    class, 44

                


        

        
          	
                   

                	
                  PO
                    loan, 44

                


        

        
          	
                   

                	
                  PO
                    strip, 44

                


        

        
          	
                   

                	
                  pool,
                    45

                


        

        
          	
                   

                	
                  pool
                    distribution amount, 45

                


        

        
          	
                   

                	
                  pool
                    I, 21

                


        

        
          	
                   

                	
                  pool
                    II, 21

                


        

        
          	
                   

                	
                  pool
                    III, 22

                


        

        
          	
                   

                	
                  pooling
                    REMIC, 27

                


        

        
          	
                   

                	
                  pooling
                    REMIC account, 29

                


        

        
          	
                   

                	
                  predatory
                    lending law, 45

                


        

        
          	
                   

                	
                  Predecessor
                    Certificates, 45

                


        

        
          	
                   

                	
                  premium
                    loan, 45

                


        

        
          	
                   

                	
                  prepayment
                    interest shortfall, 45

                


        

        
          	
                   

                	
                  primary
                    mortgage insurance certificate, 45

                


        

        
          	
                   

                	
                  principal
                    allocation, 13

                


        

        
          	
                   

                	
                  principal
                    balance, 12

                


        

        
          	
                   

                	
                  principal
                    distribution, 16

                


        

        
          	
                   

                	
                  principal
                    portion of a liquidated loan loss,
                    40

                


        

        
          	
                   

                	
                  principal
                    portion of a realized loss, 47

                


        

        
          	
                   

                	
                  principal
                    prepayment, 45

                


        

        
          	
                   

                	
                  private
                    certificates, 45

                


        

        
          	
                   

                	
                  Proceeding,
                    45

                


        

        
          	
                   

                	
                  Purchaser,
                    10

                


        

        
          	
                   

                	
                  Qualified
                    GIC, 45

                


        

        
          	
                   

                	
                  Qualified
                    Nominee, 46

                


        

        
          	
                   

                	
                  rating
                    agency, 10

                


        

        
          	
                   

                	
                  ratio-stripped
                    IO class, 47

                


        

        
          	
                   

                	
                  ratio-stripped
                    IO loan, 47

                


        

        
          	
                   

                	
                  ratio-stripped
                    PO class, 47

                


        

        
          	
                   

                	
                  ratio-stripped
                    PO loan, 47

                


        

        
          	
                   

                	
                  realized
                    losses, 47

                


        

        
          	
                   

                	
                  reasonably
                    foreseeable default, 47

                


        

        
          	
                   

                	
                  record
                    date, 47

                


        

        
          	
                   

                	
                  reduction
                    amount, 24

                


        

        
          	
                   

                	
                  regular
                    interests, 27

                


        

        
          	
                   

                	
                  Regulation
                    AB, 88

                


        

        
          	
                   

                	
                  reimbursement,
                    16

                


        

        
          	
                   

                	
                  relevant
                    servicer, 47

                


        

        
          	
                   

                	
                  Relieved
                    interest, 67

                


        

        
          	
                   

                	
                  REMIC,
                    47

                


        

        
          	
                   

                	
                  REMIC
                    Provisions, 47

                


        

        
          	
                   

                	
                  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, 27

                


        

        
          	
                   

                	
                  residual
                    certificates, 9

                


        

        
          	
                   

                	
                  residual
                    distribution, 16

                


        

        
          	
                   

                	
                  residual
                    interest, 27

                


        

        
          	
                   

                	
                  Responsible
                    Officer, 48

                


        

        
          	
                   

                	
                  retail
                    class,
                    27

                


        

        
          	
                   

                	
                  retail
                    reserve fund,
                    27

                


        

        
          	
                   

                	
                  S&P,
                    48

                


        

        
          	
                   

                	
                  scheduled
                    monthly loan payment, 48

                


        

        
          	
                   

                	
                  scheduled
                    principal balance, 48

                


        

        
          	
                   

                	
                  scheduled
                    principal payments, 48

                


        

        
          	
                   

                	
                  scheduled
                    servicing fee, 48

                


        

        
          	
                   

                	
                  Securities
                    Act, 49

                


        

        
          	
                   

                	
                  senior
                    classes, 9

                


        

        
          	
                   

                	
                  senior
                    to, 49

                


        

        
          	
                   

                	
                  Series
                    Terms, 9

                


        

        
          	
                   

                	
                  servicing
                    account advances, 66

                


        

        
          	
                   

                	
                  servicing
                    accounts, 64

                


        

        
          	
                   

                	
                  servicing
                    advances, 49

                


        

        
          	
                   

                	
                  Servicing
                    Officer, 49

                


        

        
          	
                   

                	
                  Similar
                    Law, 95

                


        

        
          	
                   

                	
                  single
                    certificate, 49

                


        

        
          	
                   

                	
                  single-pool
                    series, 49

                


        

        
          	
                   

                	
                  special
                    hazard loss, 49

                


        

        
          	
                   

                	
                  special
                    hazard loss limit, 49

                


        

        
          	
                   

                	
                  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, 26

                


        

        
          	
                   

                	
                  super
                    senior support classes, 26

                


        

        
          	
                   

                	
                  TAC
                    class, 16

                


        

        
          	
                   

                	
                  target
                    rate, 11

                


        

        
          	
                   

                	
                  targeted
                    amortization class, 16

                


        

        
          	
                   

                	
                  targeted
                    balances, 16

                


        

        
          	
                   

                	
                  target-rate
                    class, 11

                


        

        
          	
                   

                	
                  target-rate
                    class percentage, 50

                


        

        
          	
                   

                	
                  target-rate
                    loan, 50

                


        

        
          	
                   

                	
                  target-rate
                    strip, 50

                


        

        
          	
                   

                	
                  tax
                    matters person, 31

                


        

        
          	
                   

                	
                  third-party
                    mortgage loans, 61

                


        

        
          	
                   

                	
                  third-party
                    Paying Agent advance, 67

                


        

        
          	
                   

                	
                  third-party
                    servicer, 61

                


        

        
          	
                   

                	
                  third-party
                    servicer advance, 67

                


        

        
          	
                   

                	
                  third-party
                    servicing agreement, 61

                


        

        
          	
                   

                	
                  third-party
                    servicing fee, 50

                


        

        
          	
                   

                	
                  third-party
                    servicing fee rate, 50

                


        

        
          	
                   

                	
                  Transfer
                    Instrument, 50

                


        

        
          	
                   

                	
                  Trust,
                    9

                


        

        
          	
                   

                	
                  Trust
                    Fund, 50

                


        

        
          	
                   

                	
                  Trustee,
                    9

                


        

        
          	
                   

                	
                  U.S.
                    person, 51

                


        

        
          	
                   

                	
                  uncommitted
                    cash, 51

                


        

        
          	
                   

                	
                  uncommitted
                    cash advances, 67

                


        

        
          	
                   

                	
                  undercollateralized,
                    25

                


        

        
          	
                   

                	
                  undersubordination,
                    25

                


        

        
          	
                   

                	
                  Underwriter,
                    10

                


        

        
          	
                   

                	
                  unscheduled
                    principal payments, 51

                


        

        
          	
                   

                	
                  upper-tier
                    REMIC, 27

                


        

        
          	
                   

                	
                  upper-tier
                    REMIC account, 29

                


        

        
          	
                   

                	
                  voluntary
                    advance, 67

                


        

        
          	
                   

                	
                  voting
                    interest, 12

                


        

        
          	
                   

                	
                  yield
                    maintenance agreement, 31

                


        

        
          	
                   

                	
                  yield
                    maintenance amount, 32

                


        

        
          	
                   

                	
                  yield
                    maintenance payments, 31

                


        

        
          	
                   

                	
                  yield
                    maintenance percentage, 31

                


        

        
          	
                   

                	
                  yield
                    maintenance provider, 31

                


        

        
          	
                   

                	
                  yield
                    maintenance reserve fund, 32

                


        

        
          	
                   

                	
                  yield
                    protected certificates, 31

                


        



        
          
             

          

          
            8

            
              

            

          

          
             

          

        


        POOLING
          AND SERVICING AGREEMENT

        [Month]
          1, 200[*]

        


         

        PARTIES

        
          	
                  ·

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

                


        

         

        
          	
                  ·

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

                


        

         

        
          	
                  ·

                	
                  [***],
                    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 [Month] 1, 200[*] (the
          cut-off date), to be called the “[Citicorp Mortgage Securities Trust]
          [CMALT (CitiMortgage Alternative Loan Trust)], Series 200[*-*]” (the
Trust). CMSI is the settlor of the Trust, and [***] is the trustee
          (in
          such capacity, the Trustee).

        The
          Trust
          will issue a series of certificates designated as “[Citicorp Mortgage Securities
          Trust] [CMALT (CitiMortgage Alternative Loan Trust)], Series 200[*-*] REMIC
          Pass-Through Certificates.” The certificates will consist of and be further
          designated as

        (i)        [**]
          senior classes of certificates individually designated as

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

        ·      for
          each integer x, from 1 through [**], inclusive, “Senior Class
          IA-x Certificates” (the class IIA-x certificates or class
          IA-x); [etc.]

        ·      “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);] [etc.]

        ·      “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)                  [**]
          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.


        
          
             

          

          
            9

            
              

            

          

          
             

          

        


        CMSI,
          with the approval of the Trustee, hereby appoints the corporate trust department
          of Citibank, N.A. as Paying Agent and
CertificateRegistrar.

        The
          Mortgage Note Custodian is Citibank, N.A.

        The
          Underwriters for the series are [***] and [***] and the
Purchaser is [***].

        The
          certificates will be first executed, authenticated and delivered on [closing
          date] (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 [Month] [year], 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 [Month] 25, [year].

        The
          nationally recognized statistical rating agencies for the senior
          classes are [Fitch], [Moody’s] and [S&P]; the rating agency for classes B-1
          through B-5 is [Fitch], [Moody’s] [S&P].

         

        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

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                   

                  N/A

                   

                	
                   

                  N/A

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  IA-2

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                   

                  N/A

                   

                	
                   

                  N/A

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                
	
                  IA-[*]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                   

                  N/A

                   

                	
                   

                  N/A

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  IA-IO

                   

                	
                  $[***]

                  (notional)

                   

                	
                   

                  [**]%

                   

                	
                   

                  N/A

                   

                	
                   

                  N/A

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  [IIA-1]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                   

                  N/A

                   

                	
                   

                  N/A

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                
	
                  A-PO
                    [(composite)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                   

                  N/A

                   

                	
                   

                  N/A

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  [IA-PO
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                   

                  N/A

                   

                	
                   

                  N/A

                   

                	
                  N/A

                   

                
	
                  [IIA-PO
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                   

                  N/A

                   

                	
                   

                  N/A

                   

                	
                  N/A

                   

                
	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                
	
                  B-1
                    [(composite)]

                   

                	
                  $[***]

                   

                	
                  Blended

                   

                	
                  [***]%

                   

                	
                  [***]%

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  [IB-1
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  [IIB-1
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                
	
                  B-2
                    [(composite)]

                   

                	
                  $[***]

                   

                	
                  Blended

                   

                	
                  [***]%

                   

                	
                  [***]%

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  [IB-2
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  [IIB-2
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                
	
                  B-3
                    [(composite)]

                   

                	
                  $[***]

                   

                	
                  Blended

                   

                	
                  [***]%

                   

                	
                  [***]%

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  [IB-3
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  [IIB-3
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  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

                   

                
	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                
	
                  B-4
                    [(composite)]

                   

                	
                  $[***]

                   

                	
                  Blended

                   

                	
                  [***]%

                   

                	
                  [***]%

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  [IB-4
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  [IIB-4
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                
	
                  B-5
                    [(composite)]

                   

                	
                  $[***]

                   

                	
                  Blended

                   

                	
                  [***]%

                   

                	
                  [***]%

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  [IB-5
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  [IIB-5
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                
	
                  B-6
                    [(composite)]

                   

                	
                  $[***]

                   

                	
                  Blended

                   

                	
                  [***]%

                   

                	
                  [***]%

                   

                	
                  [Month]
                    25, [year]

                   

                
	
                  [IB-6
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  [IIB-6
                    (component)]

                   

                	
                  $[***]

                   

                	
                   

                  [**]%

                   

                	
                  [***]%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                	
                  .
                    .
                    .

                   

                


        

         

        
          	
                   

                	
                  ____________

                


        

        
          	
                  (1)

                	
                  The
                    initial target-rate class percentages
                    are:

                


        

         

        
          	
                  senior
                    target-rate classes:

                   

                	
                  [***]%

                   

                
	
                  group
                    I senior target-rate classes:

                   

                	
                  [***]%

                   

                
	
                  [group
                    II senior target-rate classes:]

                   

                	
                  [***]%

                   

                
	
                  .
                    .
                    .:

                   

                	
                  .
                    .
                    .:

                   

                
	
                  subordinated
                    classes:

                   

                	
                  [***]%

                   

                


        

        
          	
                  (2)

                	
                  The
                    initial subordination level for the senior classes is
                    [***]%.

                


        

         

         

        
          	
                   

                	
                  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.

                


        

         

        
          	
                   

                	
                  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

                	
                  [***]%

                
	
                  [Class
                    IIA-IO]

                	
                  [***]%

                
	
                  .
                    .
                    .

                	
                  .
                    .
                    .

                


        

        


        


         

        12.3
          Target rate

        The
          annual target rates for the pools are

        pool
          I:                  [**]%

        [pool
          II:                  [**]%]

        .
          .
          .        :           .
          . .

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

         

        12.4
          Ratio-stripped IO and PO classes

        Each
          of
          classes IA-IO, [IIA-IO] and . . .  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.


        
          
             

          

          
            11

            
              

            

          

          
             

          

        


         

        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 [**]- to [**]-year fixed-rate conventional
          one- to
          four-family mortgage loans,

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

        ·      .....

         

        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
          $[***]
          at the time of repurchase, and

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

         

        12.9
          Book-entry and definitive certificates

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

         

        12.10
          Voting interests 

        Each
          IO
          class will have a 1% voting interest. The remaining voting interest
          will be allocated to the other classes in proportion to their principal
          balances. The voting interest of any class will be allocated among the
          certificates of the class in proportion to the certificates’ principal or
          notional balances, except that an Insurer will be entitled to the voting
          interest of an insured class for as long as the insured class is outstanding
          and
          the Insurer is not in default.

         

        12.11
          Cash deposit

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

         

        
          	
                  13

                	
                  Principal
                    balances

                


        

         

        13.1
          Class balances

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

        The
          initial principal or notional balance for each class is stated in “The series –
General terms for classes” above. The principal balance of each class that is
          not an IO class will be adjusted on each


        
          
             

          

          
            12

            
              

            

          

          
             

          

        


        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 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


        
          
             

          

          
            13

            
              

            

          

          
             

          

        


        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 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:


        
          
             

          

          
            14

            
              

            

          

          
             

          

        


        


        
          	
                   

                  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

        (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:

        [ALLOCATION
          RULES]:

        Beginning
          on the subordination depletion date, the priorities stated above will cease
          to
          be in effect, and the principal allocation for the senior target-rate classes
          of
          each group will be allocated to the senior target-rate


        
          
             

          

          
            15

            
              

            

          

          
             

          

        


        classes
          of the group in proportion to their principal balances on the preceding
          day.

         

        15.2
          NAS classes

        Classes
          [**] and [**] 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 a NAS class
          will
          equal the following percentage of [its proportionate share, based on principal
          balances of the senior target-rate classes, of scheduled and unscheduled
          principal payments on the target-rate strip allocated to the senior 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

        [There
          are no planned amortization (or PAC) classes.]
          [Classes [***] and [***] are planned amortization (or PAC)
classes. The aggregate planned balances for the PAC classes
          are given in the PAC Schedule.]

         

        15.4
          TAC classes

        [There
          are no targeted amortization (or TAC) classes.]
          [Class [***] is a targeted amortization (or TAC)
class. The targeted balances for the TAC class 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

        [There
          are no accrual classes or accrual directed
          classes.]

         

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

         

        
          	
                  Accrual
                    class

                	
                  Accrual
                    directed class

                
	
                  [***]

                	
                  [***]

                
	
                  [***]

                	
                  [***]

                


        

         

        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 class [***], interest that is accrued
          on
          the principal balance of that class will be redirected to class [***] until
          its
          principal balance is reduced to zero, and

        ·      before
          interest is distributed to the accrual class [***], interest that is accrued
          on
          the principal balance of that class will be redirected

        first,
          to class [***] until the principal balance of class [***] is reduced to
          its
          targeted balance for that distribution day as shown in “TAC classes”
below,

        second,
          to class [***] until its principal balance is reduced to zero, and

        third,
          to class [***], without regard to its targeted balance, until its principal
          balance is reduced to zero.


        
          
             

          

          
            16

            
              

            

          

          
             

          

        


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

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

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

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

         

        16.3
          Distribution priorities

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

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

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

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

        (4) Principal
          distributed to the subordinated classes under the preceding paragraph will
          be
          used to reimburse a ratio-stripped PO class up to the amount of (a) any
          realized subordinated losses previously allocated to the ratio-stripped
          PO
          class, and (b) any reduction to the ratio-stripped PO class’s principal
          balance to reflect the excess of (i) the aggregate principal allocations to
          the ratio-stripped PO class over (ii) the aggregate principal distributions
          to the ratio-stripped classes, as described in “Adjustments to class balances”
below, to the extent that such losses and reductions were not previously
          reimbursed under this paragraph (4) or “Loss recoveries” below. Such
          reimbursements will be taken from distributions to the subordinated classes
          in
          order of subordination.


        
          
             

          

          
            17

            
              

            

          

          
             

          

        


        (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 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


        
          
             

          

          
            18

            
              

            

          

          
             

          

        


        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 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.


        
          
             

          

          
            19

            
              

            

          

          
             

          

        


        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

                


        

        [There
          are no LIBOR classes.}

        [Classes
          IA-5 and IA-6 are LIBOR classes.

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

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

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

        CitiMortgage
          will determine LIBOR for each LIBOR accrual period (after the
          first


        
          
             

          

          
            20

            
              

            

          

          
             

          

        


        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 Reuters Screen LIBOR01 Page, 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
          not a multiple pool series.]

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


        
          
             

          

          
            21

            
              

            

          

          
             

          

        


        consists
          of the mortgage loans described in exhibit B-3].

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

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

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

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

         

        22.1
          Adjustment of subordinated component class principal
          balances

        On
          each
          distribution day, the aggregate amount of any

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

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

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

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

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

        by
          that
          amount.

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

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

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

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

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

        ·      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;


        
          
             

          

          
            22

            
              

            

          

          
             

          

        


        ·      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.


        
          
             

          

          
            23

            
              

            

          

          
             

          

        


         

        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


        
          
             

          

          
            24

            
              

            

          

          
             

          

        


        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


        
          
             

          

          
            25

            
              

            

          

          
             

          

        


        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

                


        

        [There
          are no super senior classes or super senior support
          classes.]

        [The
          following table lists the super senior classes, and their respective
super senior support classes and the support amount for each super
          senior class:

        
          	 	 	 
	
                  Super
                    senior class

                	
                  Super
                    senior support class

                	
                  Support
                    amount

                
	
                  [***]

                	
                  [***]

                	
                  $[***]

                
	
                  [***]

                	
                  [***]

                	
                  $[***]

                


        

         

        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


        
          
             

          

          
            26

            
              

            

          

          
             

          

        


         

        senior
          class will instead reduce the principal 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 [***] separate constituent
REMICs– [the pooling REMIC,] the
lower-tier REMIC,
          [and the upper-tier
REMIC]. The [pooling] [lower-tier] 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 [***] through [***] through IA-11, 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 [***] and [***] are designated as the regular interests in the
          upper-tier REMIC. Class R is designated as the residual interest in the
          upper-tier REMIC.]

         

        27.2
          The class P and class L regular interests

        There
          are
          [***] uncertificated class P regular interests, each designated as
“[Citicorp


        
          
             

          

          
            27

            
              

            

          

          
             

          

        


        Mortgage
          Securities Trust] [CMALT (CitiMortgage Alternative Loan Trust)], Series
          200[*-*]
          REMIC Pass-Through Certificates,” and further individually designated as
          a

        ·      “PI-M
          regular interest,”

        ·      “PI-Q
          regular interest,”

        ·      [“PII-M
          regular interest,”

        ·      “PII-Q
          regular interest,”

        ·      “PIII-M
          regular interest,” and

        ·      “PIII-Q
          regular interest.” ]

        There
          are
          [***] uncertificated class L regular interests, designated as
“[Citicorp Mortgage Securities Trust] [CMALT (CitiMortgage Alternative
          Loan
          Trust)], Series 200[*-*] REMIC Pass-Through Certificates,” and further
          designated as the “[***] and [***] regular interests”.

        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

                   

                	
                  $[***]

                   

                	
                  [**]%

                   

                
	
                  PI-Q

                   

                	
                  $[***]

                   

                	
                  [**]%

                   

                
	
                  [PII-M]

                   

                	
                  $[***]

                   

                	
                  [**]%

                   

                
	
                  [PII-Q]

                   

                	
                  $[***]

                   

                	
                  [**]%

                   

                
	
                  [PIII-M]

                   

                	
                  $[***]

                   

                	
                  [**]%

                   

                
	
                  [PIII-Q]

                   

                	
                  $[***]

                   

                	
                  [**]%

                   

                
	
                  [LI-*]

                   

                	
                  $[***]

                   

                	
                  [**]%

                   

                


        

        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-[**] 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 [***].

        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 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,


        
          
             

          

          
            28

            
              

            

          

          
             

          

        


        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 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


        
          
             

          

          
            29

            
              

            

          

          
             

          

        


        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 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


        
          
             

          

          
            30

            
              

            

          

          
             

          

        


        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

        [There
          are no classes of yield protected certificates.]

        [Class
          [***] 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 [***] (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 [underwriter], 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.

         

        
          	
                  Class

                	
                  Maximum
                    LIBOR

                	
                  Maximum
                    protection percentage

                
	
                  [***]

                	
                  [***]%

                	
                  [***]%

                


        

         

        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


        
          
             

          

          
            31

            
              

            

          

          
             

          

        


        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 to cover such shortfall.

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

        The
          yield
          maintenance reserve fund may not be invested.

        The
          yield
          maintenance reserve fund will be treated as an “outside reserve fund” under the
          REMIC provisions, beneficially owned by [underwriter], 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.


        
          
             

          

          
            32

            
              

            

          

          
             

          

        


         

        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 [underwriter] 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.

        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.

        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 [***].

        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 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


        
          
             

          

          
            33

            
              

            

          

          
             

          

        


        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.



        
          
             

          

          
            34

            
              

            

          

          
             

          

        


        


         

        STANDARD
          TERMS

         

        1
Definitions
          and
          usages

         

        1.1
          Defined terms

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

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

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

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

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

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

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

        Bankruptcy
          Code: The United States Bankruptcy Code of 1978.

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

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

        bankruptcy
          loss limit: If an initial bankruptcy loss limit is stated in the Series
          Terms, for a distribution day, the initial bankruptcy loss limit minus
          the
          aggregate amount of bankruptcy losses


        
          
             

          

          
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        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 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 any class of
          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


        
          
             

          

          
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        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 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


        
          
             

          

          
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        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 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, distribution
          account, and any buydown account, escrow account, custodial account for
          P&I
          and servicing account are established or maintained pursuant to section
          3.2, 3.3
          or 6.

        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 on the closing date has a pass-through rate
          less
          than the target rate.

        eligible
          account: A segregated account maintained with an institution whose deposits
          are insured by the FDIC, and which is either rated at least

        ·      F1
          (short term) by Fitch if Fitch is a rating agency,

        ·      P-1
          (short term) or A2 (long term) by Moody’s if Moody’s is a rating agency,
          and

        ·      A-2
          (short term) by S&P, or if there is no short-term rating by S&P, at
          least BBB+ (long term), if S&P is a rating agency,

        or
          is 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.

        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
          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


        
          
             

          

          
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        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.

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


        
          
             

          

          
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        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) servicing advances not previously reimbursed, (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 mortgage 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
          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


        
          
             

          

          
            40

            
              

            

          

          
             

          

        


        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


        
          
             

          

          
            42

            
              

            

          

          
             

          

        


        ·      the
          sales price of the mortgaged property and

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

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

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

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

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

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

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

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

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


        
          
             

          

          
            43

            
              

            

          

          
             

          

        


        the
          pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
          act with respect to such certificates and that the pledgee is not CMSI
          or any
          other obligor upon the certificates or any affiliate of CMSI or such other
          obligor.

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

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

        Participant:
          A participating organization in the Clearing Agency.

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

        
          	
                  ·

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

                


        

        
          	
                  ·

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

                


        

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

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

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

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

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

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

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


        
          
             

          

          
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        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:

        (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: As of any day, a mortgage loan having a pass-through rate on that
          day
          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.

        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;


        
          
             

          

          
            45

            
              

            

          

          
             

          

        


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

        (c)        provide
          that if at any time (subject to the second proviso of this section (c))
          the then
          current credit standing of the obligor under such guaranteed investment
          contract
          is such that continued investment pursuant to such contract of funds included
          in
          the Trust Fund would result in a downgrading of any rating of any class
          of
          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.


        
          
             

          

          
            46

            
              

            

          

          
             

          

        


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

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

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

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

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

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

        realized
          losses: For a distribution day,

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

        ·      reductions
          in the principal balance of mortgage loans as part of loan modifications
          pursuant to section 3.19.

        reasonably
          foreseeable default: CitiMortgage has contacted the mortgagor, has
          evaluated the mortgagor’s current ability to make scheduled monthly loan
          payments, and has a reasonable basis for determining that the mortgagor
          is
          unlikely to make one or more scheduled monthly loan payments in the foreseeable
          future.

        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.


        
          
             

          

          
            47

            
              

            

          

          
             

          

        


        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
          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 (including
          by
          reason of a loan modification pursuant to section 3.19, and 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, reduced by 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, and increased by (c) amounts
          withdrawn from the certificate account pursuant to section 3.8(a)(ii)(C)
          to
          reimburse CitiMortgage for capitalized reimbursement amounts.

        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.


        
          
             

          

          
            48

            
              

            

          

          
             

          

        


        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
          advances: For a mortgage loan, expenses paid or incurred by or for the
          account of CitiMortgage or the Trust Fund (including reasonable attorneys’ fees)
          in accordance with the related mortgages for

        
          	
                  ·

                	
                  real
                    property taxes, including payments to a real estate tax
                    escrow,

                


        

        
          	
                  ·

                	
                  primary
                    mortgage and hazard insurance
                    premiums,

                


        

        
          	
                  ·

                	
                  property
                    repair, replacement protection and preservation expenses and
                    similar
                    expenses,

                


        

        
          	
                  ·

                	
                  managing
                    or liquidating REO property,

                


        

        
          	
                  ·

                	
                  enforcement
                    or judicial proceedings, including foreclosures,
                    and

                


        

        
          	
                  ·

                	
                  if
                    the mortgage loan is in default or, in CitiMortgage’s judgment, default is
                    reasonably foreseeable, for effecting a forbearance, a loan modification
                    or other loss mitigation activity permitted under this agreement,
                    including credit counseling fees.

                


        

        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, 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


        
          
             

          

          
            49

            
              

            

          

          
             

          

        


        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
          on
          the closing date has a pass-through rate equal to the target rate,
          and

        (i)
          if
          the mortgage loan on the closing date 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 on the closing date 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 on the closing date 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
          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


        
          
             

          

          
            50

            
              

            

          

          
             

          

        


        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).

         

        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


        
          
             

          

          
            51

            
              

            

          

          
             

          

        


        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
          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,


        
          
             

          

          
            52

            
              

            

          

          
             

          

        


        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 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


        
          
             

          

          
            53

            
              

            

          

          
             

          

        


        ·      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.

        (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.


        
          
             

          

          
            54

            
              

            

          

          
             

          

        


        (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 6 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, 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


        
          
             

          

          
            55

            
              

            

          

          
             

          

        


        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 an Authorized
          Officer,


        
          
             

          

          
            56

            
              

            

          

          
             

          

        


        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


        
          
             

          

          
            57

            
              

            

          

          
             

          

        


        to
          pay
          the unpaid principal and interest on the mortgage note;

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

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

        
          	
                  ·

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

                


        

        
          	
                  ·

                	
                  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


        
          
             

          

          
            58

            
              

            

          

          
             

          

        


        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.

        (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


        
          
             

          

          
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        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. 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


        
          
             

          

          
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        mortgage
          loan schedule regarding the eligible substitute mortgage loans, and all
          references in this agreement to mortgage loans will include such eligible
          substitute mortgage loans,

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

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

        (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 each class of certificates in effect immediately prior to
          CitiMortgage’s entering into the special servicing agreement will not be
          qualified, downgraded or withdrawn, and that no class of certificates will
          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,


        
          
             

          

          
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        including
          any obligation to make advances for delinquent payments or to purchase
          a
          mortgage loan on account of defective documentation or a breach of a
          representation or warranty. Such enforcement, including the legal prosecution
          of
          claims, termination of third-party servicing agreements, and the pursuit
          of
          other appropriate remedies, will as to form, extent and timing be conducted
          as
          CitiMortgage, in its good faith business judgment, would require if it
          were the
          owner of the mortgage loans. CitiMortgage will pay the costs of enforcement
          at
          its own expense, but will be reimbursed only from

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

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

        (e)
          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


        
          
             

          

          
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        other
          fees collected in the ordinary course of servicing the mortgage loan,
          and

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

        CitiMortgage
          need not institute litigation to collect any payment if it reasonably believes
          that the cost of litigation is likely to outweigh its economic
          benefit.

         

        3.3
          Certificate and other accounts 

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

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

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


        
          
             

          

          
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        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 CitiMortgage may retain as additional
                    servicing
                    compensation, and

                


        

        
          	
                  ·

                	
                  reimbursements
                    of servicing advances,

                


        

        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


        
          
             

          

          
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        effect
          that CitiMortgage has either a claim to the funds held by the institution
          or a
          perfected first security interest against such Eligible Investments superior
          to
          the claims of any other depositor or general creditor of such
          institution.

        Proceeds
          received on individual third-party mortgage loans from a title, hazard
          or other
          insurance policy covering the mortgage loan, other than a primary mortgage
          insurance policy, will be deposited first in the applicable escrow account
          if
          required for the restoration or repair of the related mortgaged property.
          Proceeds from such insurance policies not so deposited in the applicable
          escrow
          account and proceeds from primary mortgage insurance policies will be deposited
          in the custodial account for P&I and will be applied to the balances of the
          related third-party mortgage loans as payments of interest and
          principal.

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

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

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

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

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

        ·      liquidation
          proceeds on a third-party mortgage loan.

        (e) Accounts
          generally. The certificate account, the servicing account, each 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).

        The
          certificate account, the servicing account, each custodial account for
          P&I,
          the escrow account and the distribution account will each at all times
          be
          maintained at a bank that is rated a minimum of A-2 (or BBB+ or above if
          it has
          not short-term rating) by S&P. If such an account is held at a bank that
          fails to maintain such a rating, CitiMortgage will move the account within
          30
          days to a bank that does have such a rating.

         

        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


        
          
             

          

          
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        preceding
          month provided that such deposit need not exceed the lesser
          of

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

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

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

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

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

         

        3.5
          Advances

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

        ·      a
          reduction in principal or interest payments received from a mortgagor due
          to a
          mortgage loan modification pursuant to section 3.19, or

        ·      an
          apparent remittance delinquency that is determined by CitiMortgage to be
          the
          result of the occurrence of an extraordinary event (but not including
          a


        
          
             

          

          
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        remittance
          delinquency determined to be eligible for an advance pursuant to this section
          3.5).

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

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

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

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

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

        ·      the
          sum of (i) remittance delinquencies on the mortgage loans for that
          distribution day, (ii) scheduled interest not required to be paid by the
          mortgagors on the first day of the month because of the limitations on
          mortgage
          interest payments under the federal Servicemembers Civil Relief Act or
          any
          comparable state laws, in each case after adjustment of delinquent or
          non-required interest payments to interest at the pass-through rate, and
          (iii) the amount of any uncommitted cash transferred to the distribution
          account for the preceding distribution day, minus

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

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

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

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

        Before
          noon on each distribution day, the Paying Agent will deposit into the
          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,


        
          
             

          

          
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        other
          than an advance of Relieved interest, for that distribution day.

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

        
          	
                  ·

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

                


        

        
          	
                  ·

                	
                  reimburse
                    the Paying Agent for the amount of the
                    advance,

                


        

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

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

        (g)
          Limited obligation to make advances. Notwithstanding anything to the
          contrary in this agreement, the relevant servicer will not be obligated
          to make
          any advance described in sections (a) through (e) above, nor will the Paying
          Agent be obligated to make any advance described in section (f) above,
          except to
          the extent that the servicer or the Paying Agent determines that the advance
          will be recoverable from future payments and proceeds on the related mortgage
          loan.

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

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

         

        3.6
          Distributions

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


        
          
             

          

          
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        share
          (based on the denomination of certificates of the applicable class held
          by the
          holder) of the amounts distributable to such class in accordance with the
          priorities set forth in the Series Terms, as set forth in the applicable
          distribution day statement.

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

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

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

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

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

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

        
          	
                  ·

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

                


        

        
          	
                  ·

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

                


        

        
          	
                  ·

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

                


        

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

        (e)
          Unclaimed distributions. Any amounts in the distribution account that
          are distributable as interest or principal pursuant to this section 3.6,
          but are
          not distributed because of the non-presentation of the related certificates,
          or
          because the check for such payment is returned 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


        
          
             

          

          
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        by
          this
          agreement and will no longer be available for application to any other
          amounts
          due under this agreement.

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

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

        ·      the
          pool distribution amount;

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

        ·      the
          principal allocation for each class;

        ·      the
          principal distribution for each class;

        ·      any
          ratio-stripped PO class reimbursement;

        ·      any
          insurance premium; and

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

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

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

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

        (iii)                  the
          aggregate amount of interest to be distributed to each class, identifying
          the
          portion attributable to the class’s interest allocation
          carryforwards;

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

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

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

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

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

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

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

        (xi)                  the
          principal balance of the certificates that will remain outstanding after
          giving
          effect to the distributions to be made on the distribution day, expressed
          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


        
          
             

          

          
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        form),
          setting forth the distribution day data in statement format.

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

        
          	
                  ·

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

                


        

        
          	
                  ·

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

                


        

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

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

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

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

         

        3.7
          Third-party servicing

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

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

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

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

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

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


        
          
             

          

          
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        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) servicing
          advances to the extent not reimbursed under clause (A) and not included
          in
          capitalized reimbursement amounts,

        (C) capitalized
          reimbursement a­mounts, but only to the extent that amounts paid from the
          certificate account prior to any determination date do not exceed principal
          payments deposited in the certificate account on or after the preceding
          distribution date,

        (D) any
          amounts due CitiMortgage under section 3.12 relating to deficiency actions,
          and

        (E) any
          excess of the liquidation proceeds after reimbursement under clauses (A)
          through
          (D) over the principal balance of the mortgage loan, together with accrued
          and
          unpaid interest at the mortgage note rate to the date of purchase at the
          foreclosure sale, liquidation proceeding or otherwise.

        For
          these
          purposes, liquidation expenses will include subsequent trailing bills relating
          to previously disposed reo property in which distribution of net liquidation
          proceeds has occurred.

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

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


        
          
             

          

          
            72

            
              

            

          

          
             

          

        


        (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);

        (vii)
          payments to itself or the holders of the residual certificates of investment
          income;

        (viii)
          transfers to the distribution account;

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

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

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

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

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

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

         

        3.9
          Expenses

        (a)
          CitiMortgage expenses. CitiMortgage will pay all expenses incurred
          by it in connection with its servicing and master servicing activities
          under
          this agreement, and will not be entitled to reimbursement therefor except
          as
          expressly provided in this agreement. CitiMortgage will also be liable
          for all
          expenses, liabilities and obligations of the Trust Fund (other than the
          obligation to make principal and interest distributions on the certificates)
          including those set forth in section 8.5,


        
          
             

          

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

         

        3.11
          Hazard insurance

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

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

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

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

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

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

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

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


        
          
             

          

          
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        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 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.


        
          
             

          

          
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        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”
earned from such mortgaged property within the meaning of Internal Revenue
          Code
          Section 860G(c), or (3) cause the sale of such mortgaged property to result
          in
          the receipt by any of the constituent REMICs of any income from non-permitted
          assets as described in Internal Revenue Code Section 860F(a)(2)(B),
          or

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


        
          
             

          

          
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        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 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


        
          
             

          

          
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        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 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,


        
          
             

          

          
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        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;

        (xxi)
          information on loan modifications, including for each modified loan, its
          old and
          new actual principal balance, interest rate, remaining term, capitalized
          reimbursement amount, forgiven amounts, and the effective date of the
          modification, and any other information on loan modifications that a rating
          agency reasonably requests and that CitiMortgage can supply without unreasonable
          effort or expense, and

        (xxii)
          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
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        prior
          notice to the person, and the person can access the statement or report
          on the
          website without paying an additional charge or subscription fee.

        (b)
          CitiMortgage will provide the Paying Agent and the Trustee by the third
          business
          day before each distribution day with a statement of the information set
          forth
          in clauses (i) through (xii) of subsection (a), such information to be
          given in the aggregate.

        (c)
          Not
          later than 15 business days after receipt of a written request from the
          Trustee,
          CitiMortgage will deliver to the Trustee a statement, certified by a Servicing
          Officer, of the aggregate of deposits in and withdrawals from the certificate
          account for each category of deposit specified in sections 3.3 and each
          category
          of withdrawal specified in section 3.8 for any distribution day specified
          by the
          Trustee.

        (d)
          The
          Trustee may at any time during normal business hours inspect and copy at
          CitiMortgage’s expense CitiMortgage’s books, records and accounts for the
          mortgage loans.

        (e)
          CitiMortgage will provide to any Insurer each notice, report, opinion or
          other
          written item (other than mortgage documents) delivered pursuant to the
          penultimate paragraph of section 2.3 and sections 2.4, 3.5, 3.6, 3.14(a),
          3.20,
          3.22, 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


        
          
             

          

          
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        the
          foregoing returns, schedules, statements or information.

        (e)
          Each
          holder of a residual certificate will be deemed to have agreed, by acceptance
          thereof, to be bound by this section 3.15 and by section 5.2 and by “REMIC
          Provisions” in the Series Terms.

         

        3.16
          Application of buydown funds 

        On
          or
          before the closing date if there are any buydown mortgage loans in the
          Trust
          Fund, CitiMortgage will open the buydown account with the Depository in
          the name
          of the Trustee, on behalf of the mortgagors. For each buydown mortgage
          loan, on
          the business day following receipt of the mortgagor’s required monthly payment
          under the buydown agreement, CitiMortgage will withdraw from the buydown
          account
          and deposit in immediately available funds in the certificate account an
          amount
          which, when added to the mortgagor’s payment, will equal the full monthly
          payment due under the mortgage note. No later than the fifth business day
          before
          the last business day of each month, CitiMortgage will deposit in the buydown
          account in immediately available funds an amount equal to interest at the
          rate
          per annum specified in the buydown agreement compounded monthly on the
          buydown
          funds for each buydown mortgage loan.

        If
          a
          buydown mortgage loan is fully prepaid while buydown funds remain in the
          buydown
          account, the unpaid principal balance of the buydown mortgage loan will
          be
          reduced by the amount of the buydown funds (which reduction will constitute
          a
          principal prepayment) and, on the business day following the date of the
          principal prepayment, CitiMortgage will deposit the buydown funds in the
          certificate account. If the property securing a buydown mortgage loan is
          sold in
          liquidation of the buydown mortgage loan (either by CitiMortgage or the
          insurer
          under any related primary mortgage insurance policy) while buydown funds
          remain
          in the buydown account, the buydown funds will be (i) deposited in the
          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


        
          
             

          

          
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        ·      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.

         

        3.18
          Refinancings and curtailments

        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.

         

        3.19
          Loan modifications

        (a) CitiMortgage
          may agree with any mortgagor 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).

        (b) Notwithstanding
          the preceding section (a), CitiMortgage may agree with any mortgagor to
          modify
          or waive any provision of a mortgage loan if

        ·      the
          mortgage loan is in default or, in CitiMortgage’s judgment, default is
          reasonably foreseeable, 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.

        A
          loan
          modification may


        
          
             

          

          
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        ·      extend
          the maturity of the mortgage loan, but not beyond the last scheduled
          distribution day for the certificates related to the pool containing the
          mortgage loan,

        ·      postpone
          any payment of principal or interest,

        ·      reduce
          the outstanding principal balance of the mortgage loan, including forgiving
          all
          or part of previously scheduled principal payments not made by the
          mortgagor,

        ·      reduce
          the interest payable on the mortgage loan, including forgiving all or part
          of
          previously scheduled interest payments not made by the mortgagor,
          or

        ·      increase
          the principal balance of the mortgage loan by part or all of the amount
          of any
          unreimbursed servicing advances (such increase being a capitalized
          reimbursement amount).

        If
          a
          mortgage loan is modified by reduction of the principal balance of the
          mortgage
          loan, the amount of the reduction will be a realized loss, allocated between
          the
          target rate and PO strips in the same percentage as the loan was allocated
          immediately prior to the modification; if voluntary advances were made
          on the
          mortgage loan to the full amount of scheduled monthly loan payments, the
          realized loss will be the difference between the principal balance of the
          modified mortgage loan and the scheduled principal balance of the mortgage
          loan
          before modification.

        (c) CitiMortgage
          may not agree with a mortgagor to modify or waive a provision of a mortgage
          loan
          under the preceding section (b) unless CitiMortgage reasonably determines
          that
          the mortgagor can make scheduled monthly loan payments on the modified
          loan, and
          the modification

        ·      is
          in the best interests of the certificate holders in the aggregate without
          regard
          to the specific impact on any particular class,

        ·      is
          neutral as to the effect on interest or principal distributions for any
          particular class, taking into account the net present value of payments
          on the
          modified mortgage loan and estimated realized losses that might result
          if the
          mortgage loan is not modified, and

        ·      does
          not result in taxes on any REMIC, or impair the tax status of any
          REMIC.

        (d) 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 mortgagor’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.

        (e) This
          section 3.19 may not be amended unless each rating agency confirms in writing
          to
          CitiMortgage (with a copy to the Trustee) that the amendment will not adversely
          affect the rating agency’s then-current rating of any class of
          certificates.

         

        3.20
          Investment accounts

        (a)
          Investments. CitiMortgage may invest and reinvest funds in an
          investment


        
          
             

          

          
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        account
          in accordance with this section 3.20 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 withdraw investment income from any investment account and pay such
          income
          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 custodial
          investment account) for investment only in one or more Eligible
          Investments. CitiMortgage will bear any and all losses incurred on
          any


        
          
             

          

          
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        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 F1
          by Fitch if Fitch is a rating agency; each such investment being expressly
          authorized and deemed authorized by a certificate holder’s purchase or
          acceptance of any certificate when acting in the capacity of a fiduciary
          (including a “fiduciary” of an “employee benefit plan” subject to ERISA, as
          those term are defined in Sections 3(21) and 3(3) of ERISA, respectively)
          which
          purchase or acceptance will also evidence and be deemed to evidence any
          such
          certificate holder’s representation and warranty to CitiMortgage, the
          Certificate Registrar and the Trustee and any agent of the Trustee that
          such
          certificate holder is duly authorized by and empowered under appropriate
          governing instruments (for example, an employee benefit plan, in the case
          of an
          ERISA fiduciary) to give such authorization; and money market funds investing
          exclusively in any of the


        
          
             

          

          
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        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, F1 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 F1 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, F1 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, F1 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, F1 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


        
          
             

          

          
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        fund,
          such fund must be rated in the highest rating category by each rating agency
          (which, for S&P, is AAAm or AAAm-G); and

        (ix)           any
          other demand or time deposit, obligation, security or investment bearing
          interest or sold at a discount that each rating agency confirms in writing
          is
          acceptable;

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

         

        3.21
          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.
          Any Paying Agent must, and CitiMortgage will remove any Paying Agent that
          at any
          time fails to, satisfy the criteria in the following paragraph.

        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 F1
          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.

         

        3.22
          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


        
          
             

          

          
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        sign
          and
          file such reports on behalf of CMSI. CMSI will file all required Forms
          10-K.

        (b)
          For
          each calendar year for which CMSI is required to file a Form 10-K with
          the
          Securities and Exchange Commission for this series, each party to this
          agreement
          who

        ·      participates
          in the servicing function, within the meaning of section 1122 of Regulation
          AB
          under the Securities Act (Regulation AB), for this series, or who
          controls such a participant, will submit, or will cause such controlled
          participant to submit, by March 1 of the following year, a report on an
          assessment of compliance covering the servicing criteria set forth opposite
          its
          name on schedule 1, “Servicing criteria to be addressed in report on assessment
          of compliance” (as such schedule may be modified pursuant to section 3.22(c)
          below), and an attestation report of a registered public accounting firm,
          all as
          required by and in full conformity with the requirements of rule 1122,
          and

        ·      is
          a servicer, within the meaning of section 1123 of Regulation AB, for this
          series, or who controls such a servicer, will submit, or will cause such
          controlled servicer to submit, by March 1 of the following year, a statement
          of
          compliance signed by an authorized officer, as required and in full conformity
          with the requirements of rule 1123.

        (c)
          Schedule 1 may be modified

        ·      by
          agreement of CMSI and each party affected by such modification, without
          the
          consent of any other party or the certificate holders, and

        ·      by
          CMSI, without the consent of any other party or the certificate holders,
          if CMSI
          is advised by counsel that such change may be required to comply with Regulation
          AB.

        (d)
          CMSI
          and each other person who is or becomes a party to this agreement 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.


        
          
             

          

          
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        4
          CitiMortgage

         

        4.1
          Liability of CitiMortgage and others

        Each
          of
          CitiMortgage, CMSI and Citibank, N.A. will be liable under this agreement
          to any
          person or to the certificate holders only to the extent of obligations
          specifically undertaken by CitiMortgage, CMSI or Citibank, N.A. in this
          agreement.

        Neither
          CitiMortgage, CMSI nor Citibank, N.A., nor any of their directors, officers,
          employees and agents will be liable to the Trust Fund or the certificate
          holders
          for any action, or for refraining from taking any action, pursuant to this
          agreement, or for errors in judgment, provided, however, that neither
          CitiMortgage, CMSI, Citibank, N.A., nor any such person will be protected
          against any liability that would otherwise be imposed for willful misfeasance,
          bad faith or gross negligence in the performance, or for reckless disregard,
          of
          their obligations under this agreement. CitiMortgage, CMSI, Citibank, N.A.
          and
          any of their directors, officers, employees or agents may rely on any document
          prima facie properly executed and submitted by any person as to any
          matters arising under this agreement.

        CitiMortgage,
          CMSI, Citibank, N.A., and each of their directors, officers, employees
          and
          agents will be indemnified and held harmless by the Trust Fund against
          any loss,
          liability or expense incurred in connection with any actual or threatened
          legal
          or regulatory proceedings relating to this agreement or the certificates,
          other
          than a loss, liability or expense incurred by reason of willful misfeasance,
          bad
          faith or gross negligence in the performance, or reckless disregard, of
          their
          obligations under this agreement.

        CitiMortgage
          need not appear in, prosecute or defend any legal action that is not incidental
          to its duties to service the mortgage loans in accordance with this agreement
          and that in its opinion may involve it in any expense or liability. CitiMortgage
          may, however, undertake any such action it deems desirable to enforce or
          secure
          the rights and duties of the parties or the interests of the certificate
          holders. 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


        
          
             

          

          
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        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.

         

        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


        
          
             

          

          
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        individuals
          who were authorized to sign on behalf of CMSI when the signatures were
          affixed
          will bind CMSI, even if prior to the authentication and delivery of the
          certificates some of the individuals ceased to be authorized or to hold
          such
          offices.

        No
          certificate will be entitled to any benefit under this agreement, or be
          valid
          for any purpose, unless it authenticated substantially in the form set
          forth in
          exhibit A. The authentication must be manually signed by the Trustee or
          an
          Authenticating Agent appointed pursuant to section 8.12, and such signature
          will
          be conclusive evidence, and the only evidence, that the certificate has
          been
          duly authenticated and delivered. All certificates will be dated the date
          of
          their authentication.

        (b)        Upon
          original issuance, book-entry certificates will be issued in the form of
          one or
          more typewritten certificates, to be delivered to the initial Clearing
          Agency,
          by, or on behalf of, CMSI. Such certificates will initially be registered
          on the
          Certificate Register in the name of the nominee of the initial Clearing
          Agency,
          and will bear a legend in substantially the following form:

        “Unless
          this certificate is presented by an authorized representative of [the Clearing
          Agency] to Citicorp Mortgage Securities, Inc. or its agent for registration
          of
          transfer, exchange, or payment, and any certificate issued is registered
          in the
          name of [the Clearing Agency nominee] or such other name as requested by
          an
          authorized representative of [the Clearing Agency] (and any payment is
          made to
          [the Clearing Agency nominee] or to such other entity as is requested by
          an
          authorized representative of [the Clearing Agency]), any transfer, pledge,
          or
          other use hereof for value or otherwise by or to any person is wrongful
          inasmuch
          as the registered owner hereof, [the Clearing Agency nominee], has an interest
          herein.”

        No
          beneficial owner will receive a definitive certificate representing such
          beneficial owner’s interest in the book-entry certificates, except as provided
          in section 5.6. Until definitive certificates have been issued to beneficial
          owners pursuant to section 5.6:

        (i)        This
          section 5.1(b) will be in full force and effect.

        (ii)        CMSI,
          the Certificate Registrar and the Trustee may deal with the Clearing Agency
          for
          all purposes (including distributions on the book-entry certificates and
          actions
          by the holders of book-entry 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.


        
          
             

          

          
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        (v)        The
          initial Clearing Agency will make book-entry transfers among the Clearing
          Agency
          Participants, and will receive and transmit distributions of principal
          and
          interest on the certificates to the Clearing Agency Participants, for
          distribution to the beneficial owners or their nominees.

        For
          purposes of any provision of this agreement requiring or permitting actions
          with
          the consent of, or at the direction of, holders of book-entry certificates
          evidencing specified voting interests, such direction or consent will be
          given
          by beneficial owners having the requisite percentage interests.

        Until
          definitive certificates are issued to beneficial owners pursuant to section
          5.6,
          copies of the reports or statements referred to in section 3.14 will be
          available to beneficial owners upon written request to the Trustee at the
          corporate trust office or, if Citibank, N.A. is the Paying Agent, at the
          website
          referred to in section 3.14.

         

        5.2
          Registration of transfer and exchange of certificates

        (a)
          CMSI
          will maintain at its expense an office or offices or agency or agencies
          where
          the certificates may be surrendered for registration of transfer or exchange
          and
          where notices and demands to or upon CMSI relating to the certificates
          and this
          agreement may be served. CMSI initially appoints the Certificate Registrar
          designated in the Series Terms as its office for purposes of receipt of
          notices
          and demands.

        CMSI
          will
          maintain a Certificate Register at such office in which, subject to
          such reasonable regulations as it prescribes, CMSI will provide for the
          registration and transfer of certificates. CMSI will give prompt written
          notice
          to the Trustee and to the certificate holders of any change in the location
          of
          the Certificate Register or any such office or agency.

        Upon
          surrender for registration of transfer of any certificate at the office
          or
          agency, CMSI will execute and the Trustee or the Authenticating Agent will
          authenticate and deliver, in the name of the designated transferee or
          transferee, one or more new certificates in authorized denominations of
          the same
          aggregate number of single certificates or the same aggregate percentage
          interest, as the case may be.

        At
          the
          option of the certificate holder, certificates may be exchanged for other
          certificates of authorized denominations evidencing the same aggregate
          number of
          single certificates or the same aggregate percentage interest, as the case
          may
          be, 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.


        
          
             

          

          
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        The
          Certificate Registrar will provide the Paying Agent and the Trustee by
          the third
          business day before each distribution day, the names and addresses of each
          certificate holder as of the record date and the number of single certificates
          or percentage interest it holds of record.

        (b)
          Notwithstanding the foregoing section 5.2(a), no legal or beneficial interest
          in
          all or any portion of a residual certificate may be transferred, directly
          or
          indirectly, to a “disqualified organization“ within the meaning of Internal
          Revenue Code Section 860E(e)(5), or to an agent of a disqualified organization
          (including a broker, nominee, or other middleman) (an Agent) and any
          such purported transfer will be void and of no effect. Further, no legal
          or
          beneficial interest in all or any portion of a residual certificate may
          be
          registered in the name of a Plan or a person investing the assets of a
          Plan
          (such Plan or person an ERISA Prohibited holder) or in the
          name of a person that is not (i) a U.S. person or (ii) a non-U.S. person
          that
          holds the residual certificate in connection with the conduct of a trade
          or
          business within the United States and has furnished the transferor, the
          Certificate Registrar, and the Trustee with an effective Internal Revenue
          Service Form W-8ECI or (iii) a non-U.S. person that has delivered to the
          transferor, the Certificate Registrar, and the Trustee an opinion of a
          nationally recognized tax counsel to the effect that the transfer of the
          residual certificate to it is in accordance with the requirements of the
          Internal Revenue Code and that such transfer of the residual certificate
          will
          not be disregarded for federal income tax purposes (any such person who
          is not
          described in clauses (i), (ii) or (iii) above being referred to herein
          as a
“Non-permitted Foreign holder”). Furthermore, no legal or beneficial interest in
          all or any portion of a residual certificate may be transferred, directly
          or
          indirectly, to a foreign permanent establishment or fixed base, within
          the
          meaning of an applicable income tax treaty, of the transferee or any other
          person. CMSI will not execute and the Trustee or Authenticating Agent will
          not
          authenticate and deliver, a new residual certificate in connection with
          any
          transfer of a residual certificate, and neither CMSI, the Certificate Registrar
          nor the Trustee will accept a surrender for transfer or registration of
          transfer, or register the transfer of, any residual certificate unless
          the
          transferor will have provided to CMSI, the Certificate Registrar and the
          Trustee
          an affidavit, substantially in the form of Appendix 1 hereto, signed by
          the
          transferee, to the effect that the transferee is not such a disqualified
          organization, an agent for any entity as to which the transferee has not
          received a 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


        
          
             

          

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

        The
          affidavit described in the preceding paragraph will also contain the statement
          of the transferee that it (i) has historically paid its debts as they have
          come
          due and intends to do so in the future, (ii) understands that it may incur
          liabilities in excess of cash flows generated by the residual certificate,
          (iii)
          intends to pay taxes associated with holding the residual certificate as
          they
          become due, (iv) will not cause the income for the residual certificate
          to be
          attributable to a foreign permanent establishment or fixed base, within
          the
          meaning of an applicable income tax treaty, of the transferee or any other
          person and (v) will not transfer the residual certificate to any person
          or
          entity that does not provide a similar affidavit. The transferor’s statement to
          the Trustee and the Certificate Registrar accompanying the affidavit will
          state
          that, after conducting a reasonable investigation of the financial condition
          of
          the transferee, the transferor has no knowledge or reason to know that
          the
          statements made by the transferee for clauses (i) and (iii) of the preceding
          sentence are false. Each residual certificate will bear a legend referring
          to
          the restrictions contained in this paragraph and the preceding
          paragraph.

        Notwithstanding
          the foregoing, no transfer of any private certificate may be made unless
          such
          private certificate has been registered under the Securities Act and applicable
          state securities or “blue sky” laws, or an exemption from the Securities Act and
          applicable state securities or “blue sky” laws is available. Upon surrender for
          registration of transfer of any private certificate, (1) neither the Trustee
          nor
          the Certificate Registrar will accept surrender for transfer or registration
          of
          transfer of, or register the transfer of, any private certificate and (2)
          CMSI
          will not execute, and neither the Trustee nor the Authenticating Agent
          will
          authenticate and 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


        
          
             

          

          
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        CMSI,
          an
          opinion of counsel acceptable to CMSI will have been delivered to CMSI,
          the
          Trustee, and the Certificate Registrar, to the effect that such transfer
          is in
          compliance with either subclause (A) or subclause (B) of this clause (i)
          of this
          section 5.2; or (2) if such transfer is to a non-institutional investor,
          unless
          such investor is an accredited investor (as defined in Regulation D under
          the
          Securities Act) and has a net worth (exclusive of primary residence) of
          at least
          $1,000,000 as confirmed in writing to the Trustee and the Certificate
          Registrar.

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

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


        
          
             

          

          
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        alternative
          representation acceptable in form and substance to the Trustee, Certificate
          Registrar and CMSI or the opinion of counsel and other documentation set
          forth
          in clause (ii) of the preceding paragraph.

         

        5.3
          Mutilated, destroyed, lost or stolen certificates

        If

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

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

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

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

         

        5.4
          Persons deemed owners

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

         

        5.5
          Access to list of certificate holders’ names and addresses

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

        If
          three
          or more certificate holders

        ·      request
          such information in writing from the Trustee,

        ·      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


        
          
             

          

          
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        certificate
          holders’ request, the Trustee will promptly request from CMSI or the Certificate
          Registrar a current list and will afford the certificate holders access
          to the
          list promptly upon its receipt by the Trustee. Every certificate holder,
          by
          receiving and holding a certificate, agrees that neither CMSI, the Certificate
          Registrar nor the Trustee will be held accountable by reason of the disclosure
          of any such information as to the list of the certificate holders, regardless
          of
          the source from which the information is derived.

         

        5.6
          Definitive certificates

        If

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

        ·      CMSI
          is unable to locate a qualified successor,

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

         

        5.7
          Notices to Clearing Agency

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

         

        6
Accounts

        The
          certificate account, distribution account, and any buydown account, escrow
          account, custodial accounts for P&I or servicing account must be eligible
          accounts.

        CitiMortgage
          may transfer any such account to a new eligible account.

        If
          the
          certificate account, distribution account, or any buydown account, escrow
          account, custodial account for P&I or servicing account ceases to be an
          eligible account then within 30 days after such cessation, CitiMortgage
          will

        ·      transfer,
          or direct any third-party servicer, as applicable, to transfer, the account
          that
          has ceased to be an eligible account, and all funds therein, to a new
          certificate account, distribution account, buydown account, escrow account,
          custodial account for P&I or servicing account, respectively, that is an
          eligible account, and

        ·      remit,
          or direct any third-party servicer, as applicable, to remit in accordance
          with
          this agreement, any funds deposited into the account that has ceased to
          be an
          eligible account to the new account.

        In
          lieu
          of taking the actions described above in this section 6, CitiMortgage may
          make
          such other arrangements as to which CitiMortgage, any Insurer and the Trustee
          have received prior written assurance from each rating agency
          that


        
          
             

          

          
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        such
          arrangement will not result in a reduction or withdrawal of the then-current
          rating of any class of certificates.

         

        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 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


        
          
             

          

          
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        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 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


        
          
             

          

          
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        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 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.


        
          
             

          

          
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        (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),

        ·      any
          erroneous calculation or determination or any act or omission of CitiMortgage
          hereunder or


        
          
             

          

          
            101

            
              

            

          

          
             

          

        


        ·      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 and
          having a
          short-term debt rating of at least A-2 from S&P (or a long-term debt rating
          of BBB+ if it has no short-term debt rating) if S&P is a rating agency, A-2
          from Moody’s (or a long-term debt rating of Baa1 if it has no short-term debt
          rating) if Moody’s is a rating agency, and F1 from Fitch (or a long-term debt
          rating of A if it has no short-term debt rating) if Fitch is a rating
          agency.  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.

        Any
          successor trustee will have a credit rating or be otherwise acceptable
          to the
          rating agencies so that no rating agency will reduce its then current rating
          of
          any class of certificates.

         

        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


        
          
             

          

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

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

         

        8.8
          Successor trustee

        Any
          successor Trustee appointed as provided in section 8.7 will execute, acknowledge
          and deliver to CitiMortgage and to its predecessor Trustee an instrument
          accepting such appointment hereunder, and thereupon the resignation or
          removal
          of the predecessor Trustee will become effective and such successor Trustee,
          without any further act, deed or conveyance, will become fully vested with
          all
          the rights, powers, duties and obligations of its predecessor hereunder
          with
          like effect as if originally named as Trustee. The predecessor Trustee
          will
          deliver to the successor Trustee all mortgage files and related documents
          and
          statements held by it hereunder; and, if any mortgage notes 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, to the Rating Agencies 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,


        
          
             

          

          
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        provided
          such corporation or national banking association will be eligible under
          the
          provisions of section 8.6, without the execution or filing of any paper
          or any
          further act on the part of any of the parties hereto, anything herein to
          the
          contrary notwithstanding.

         

        8.10
          Appointment of co-trustee or separate trustee

        Notwithstanding
          any other provisions of this agreement, for the purpose of meeting any
          legal
          requirements of any jurisdiction in which any part of the Trust Fund or
          property
          securing any mortgage note may at the time be located, CitiMortgage and
          the
          Trustee acting jointly will have the power and will execute and deliver
          all
          instruments to appoint one or more persons approved by the Trustee to act
          as
          co-trustee or co-trustees jointly with the Trustee, or separate trustee
          or
          separate trustees, of all or any part of the Trust Fund, and to vest in
          such
          person or persons, in such capacity and for the benefit of the certificate
          holders and any Insurer, such title to the Trust Fund, or any part thereof,
          and,
          subject to the other provisions of this section 8.10, such powers, duties,
          obligations, rights and trusts as CitiMortgage and the Trustee may consider
          necessary and desirable. If CitiMortgage will not have joined in such
          appointment within 15 days after the receipt by it of a request so to do,
          or in
          the case an Event of Default will have occurred and be continuing, the
          Trustee
          alone will have the power to make such appointment. No co-trustee or separate
          trustee hereunder will be required to meet the terms of eligibility as
          a
          successor trustee under section 8.6 and no notice to the certificate holders
          of
          the appointment of any co-trustee or separate trustee will be required
          under
          section 8.8.

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

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

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

        (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-


        
          
             

          

          
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        trustee,
          upon its acceptance of the trusts conferred, will be vested with the estates
          or
          property specified in its instrument of appointment, either jointly with
          the
          Trustee or separately, as may be provided therein, subject to all of the
          provisions of this agreement relating to the conduct of, affecting the
          liability
          of, or affording protection to, the Trustee. Every such instrument will
          be filed
          with the Trustee and a copy thereof given to CitiMortgage.

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

         

        8.11
          Tax returns

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

         

        8.12
          Appointment of authenticating agent

        As
          long
          as any of the certificates remain outstanding the Trustee may appoint an
          Authenticating Agent or Agents (which may include CitiMortgage or any of
          its
          affiliates) which will be authorized to act on behalf of the Trustee to
          authenticate certificates, and certificates so authenticated will be entitled
          to
          the benefit of this agreement and will be valid and obligatory for all
          purposes
          as if authenticated by the Trustee hereunder. Wherever reference made in
          this
          agreement to the authentication and delivery of certificates by the Trustee
          or
          the Trustee’s certification of authentication, such reference will be deemed to
          include authentication and delivery on behalf of the Trustee by an
          Authenticating Agent and a certification of authentication executed on
          behalf of
          the Trustee by an Authenticating Agent. Each Authenticating Agent will
          be
          acceptable to CitiMortgage and will at all times be a corporation or national
          banking association organized and doing business under the laws of the
          United
          States of America, any state thereof or the District of Columbia, authorized
          under such laws to act as Authenticating Agent, having a combined capital
          and
          surplus of not less than $15 million, authorized under such laws to conduct
          a
          trust business and subject to supervision or examination by federal or
          state
          authority. If such Authenticating Agent publishes reports of condition
          at least
          annually, pursuant to law or to the requirements of said supervising or
          examining authority, then for the purposes of this section 8.12, the combined
          capital and surplus of such Authenticating Agent will be deemed to be its
          combined capital 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


        
          
             

          

          
            106

            
              

            

          

          
             

          

        


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

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

        Any
          reasonable compensation paid to an Authenticating Agent for its services
          under
          this section 8.12 will be a reimbursable expense pursuant to section 8.5
          if paid
          by the Trustee.

        If
          an
          appointment is made pursuant to this section 8.12, the certificates may
          have
          endorsed thereon, in addition to the Trustee’s certification of authentication,
          an alternate certification of authentication in the following form:

        “This
          is
          one of the certificates referred to in the within-mentioned
          Agreement.

        _______________

              As
          Trustee

        


        By_______________________

                Authenticating
          Agent

        


        By_______________________

                Authenticating
          Signature”

         

        9
          Termination

         

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

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

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

        (b)
          the
          later of (i) the maturity or other liquidation (or any advance with respect
          thereto) of the last mortgage loan remaining in the Trust Fund and the
          disposition of all property acquired upon foreclosure or by 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


        
          
             

          

          
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        beyond
          the expiration of 21 years from the death of the last survivor of the lawful
          descendants of Joseph P. Kennedy, the late Ambassador of the United States
          of
          America to the Court of St. James’s, living on the date of this
          agreement.

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

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

        ·      any
          other condition set forth in the Series Terms.

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

        ·      100%
          of the unpaid principal balance of each mortgage loan on the first day
          of the
          month of repurchase (after giving effect to payments of principal due on
          such
          first day) plus accrued interest at the pass-through rate for each mortgage
          loan
          to but not including the first day of the month in the month in which the
          related distribution is made to certificate holders, after the deduction
          of (x)
          unreimbursed voluntary advances, affiliated Paying Agent advances, third-party
          Paying Agent advances, and advance account advances (other than such payments
          and advances in respect of interest in excess of the pass-through rate
          on the
          mortgage loans) made prior to the month of repurchase, whereupon such voluntary
          advances, affiliated Paying Agent advances, third-party Paying Agent advances
          and advance account advances will be reimbursed to the Paying Agent or
          deemed
          reimbursed to CitiMortgage, as the case may be, by such deductions, and
          (y) the
          aggregate amount of any non-supported prepayment interest shortfalls for
          the
          distribution day in the month of such repurchase, and

        ·      the
          appraised value of any acquired property in the Trust Fund (less the good
          faith
          estimate of CitiMortgage of liquidation expenses to be incurred in connection
          with its disposal thereof), such appraisal to be conducted by an appraiser
          mutually agreed upon by CitiMortgage and the Trustee.

        Notwithstanding
          anything to the contrary in this section 9.1, if the purchase price of
          the
          mortgage loans under clause (a) above would be less than the aggregate
          fair
          market value of the mortgage loans on the first day of the month of repurchase
          (after giving effect to payments of principal due on such first day), then
          CMSI
          may so repurchase the mortgage loans only if the repurchase would be permitted
          under then-applicable risk-based capital rules applicable to securitizations
          treated as sales.

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


        
          
             

          

          
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        repurchase
          all of the mortgage loans pursuant to clause (a) above to any third party
          of
          choice.

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

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

        
          	
                  ·

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

                


        

        
          	
                  ·

                	
                  the
                    amount of the final distribution,
                    and

                


        

        
          	
                  ·

                	
                  that
                    the record date otherwise applicable to such distribution day
                    will not
                    apply, and that distributions will be made only upon presentation
                    and
                    surrender of the certificates at the designated office of the
                    Paying
                    Agent.

                


        

        CMSI
          will
          give such notice to the Trustee and, if applicable, the Certificate Registrar,
          the Mortgage 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.


        
          
             

          

          
            109

            
              

            

          

          
             

          

        


         

        10
General
          provisions

         

        10.1
          Amendments

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

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

        ·      to
          add provisions not inconsistent with this agreement,

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

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

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

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

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

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

        1      the
          holders of 2/3 of the certificates,

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

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

        Approval
          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.


        
          
             

          

          
            110

            
              

            

          

          
             

          

        


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

         

        10.2
          Recordation of Agreement

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

         

        10.3
          Limitation on rights of certificate holders

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

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

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

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

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

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

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

         

        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.


        
          
             

          

          
            111

            
              

            

          

          
             

          

        


         

        10.5
          Maintenance of REMICS

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

         

        10.6
          Notices

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

         

        10.7
          Severability of provisions

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

         

        10.8
          Assignment

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

         

        10.9
          Certificates nonassessable and fully paid

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

        




        
          
             

          

          
            112

            
              

            

          

          
             

          

        


         

      

      


       

      SIGNATURES
        AND ACKNOWLEDGMENTS

      Citicorp
        Mortgage Securities, Inc.

      


      


      


      By:                                                      

      


      


      


      


      
        	
                State
                  of Missouri

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of St. Charles

              	
                )

              


      

      


      On
        the
        ______ day of _____ before me, a notary public in and for the State of Missouri,
        personally appeared [***] known to me who, being by me duly sworn, did depose
        and say that he is [***] 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.

      


      


      


                                                           

      Notary
        Public

      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          113

          
            

          

        

        
          
          

        

      


      CitiMortgage,
        Inc.

      


      


      


      By:                                                                                                           

      


      


      


      


      


      
        	
                State
                  of Missouri

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of St. Charles

              	
                )

              


      

      


      On
        the
        ______ day of ______ before me, a notary public in and for the State of
        Missouri, personally appeared [***], known to me who, being by me duly sworn,
        did depose and say that she is [***] 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.

      


      


      


                                                           

      Notary
        Public

      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          114

          
            

          

        

        
          
          

        

      


      [***],

      in
        its
        individual capacity and as Trustee

      


      


      


      By:                                                                                                           

      


      


      


      


      
        	
                State
                  of [State]

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of [County]

              	
                )

              


      

      


      On
        the
        _____ day of _____ before me, a notary public in and for the [State], personally
        appeared ____________________ known to me who, being by me duly sworn, did
        depose and say that he/she is _________________________of [***],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
        [trustee].

      


      


      


                                                           

      Notary
        Public

      


      


      [Notarial
        Seal]


      
        
          
          

        

        
          115

          
            

          

        

        
          
          

        

      


      Citibank,
        N.A.,

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

      


      


      


      By:                                                                                                           

      


      


      


      


      
        	
                State
                  of New York

              	
                )

              
	 	
                )
                  ss.:

              
	
                County
                  of New York

              	
                )

              


      

      


      On
        the
        _____ day of _____ before me, a notary public in and for the State of New
        York,
        personally appeared ____________________ known to me who, being by me duly
        sworn, did depose and say that he/she is _________________________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.

      


      


      


                                                           

      Notary
        Public

      


      


      [Notarial
        Seal]

      


      




      
        
          
          

        

        
          116

          
            

          

        

        
          
          

        

      




    
      SCHEDULE
        1

       

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF
        COMPLIANCE

      


      


      
        	
                Regulation
                  AB reference

                 

              	
                 

                Servicing
                  criteria

                 

              	
                Responsible
                  person(s)

                 

              
	 	
                 

                General
                  servicing considerations

                 

              	 
	
                1122(d)(1)(i)

                 

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(1)(ii)

                 

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(1)(iii)

                 

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the Pool Assets are maintained.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(1)(iv)

                 

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

                 

              	
                CitiMortgage

                 

              
	 	
                 

                Cash
                  collection and administration

                 

              	 
	
                1122(d)(2)(i)

                 

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(2)(ii)

                 

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(2)(iii)

                 

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(2)(iv)

                 

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              


      

      


      Schedule
        1-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                1122(d)(2)(v)

                 

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(2)(vi)

                 

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(2)(vii)

                 

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	 	
                 

                Investor
                  remittances and reporting

                 

              	 
	
                1122(d)(3)(i)

                 

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of Pool Assets serviced by the Servicer.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(3)(ii)

                 

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(3)(iii)

                 

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              
	
                1122(d)(3)(iv)

                 

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              


      

      


      Schedule
        1-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                 

                Pool
                  asset administration

                 

              	 
	
                1122(d)(4)(i)

                 

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Custodian

                 

              
	
                1122(d)(4)(ii)

                 

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements

                 

              	
                Citibank,
                  N.A., as Custodian

                 

              
	
                1122(d)(4)(iii)

                 

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(iv)

                 

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(v)

                 

              	
                The
                  Servicer’s records regarding the pool assets agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(vi)

                 

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(vii)

                 

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(viii)

                 

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(ix)

                 

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents.

                 

              	
                CitiMortgage

                 

              


      

      


      Schedule
        1-3


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                1122(d)(4)(x)

                 

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(xi)

                 

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(xii)

                 

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(xiii)

                 

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(xiv)

                 

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements.

                 

              	
                CitiMortgage

                 

              
	
                1122(d)(4)(xv)

                 

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

                 

              	
                CitiMortgage

                Citibank,
                  N.A., as Paying Agent

                 

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      Schedule
        1-4


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      APPENDIX
        1

      TRANSFEREE’S
        AFFIDAVIT

       

      Transferee’s
        Affidavit

      Affidavit
        Pursuant to Section

      860e(E)(4)
        of the Internal

      Revenue
        Code of 1986, As Amended

       

      STATE
        OF       )

                                ):

      COUNTY
        OF   )

       

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

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

       

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

       

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

      


      [Citicorp
        Mortgage Securities Trust]

      [CMALT
        (CitiMortgage Alternative Loan Trust)], Series 200[*-*]

      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: [date]

       

      last
        scheduled distribution date: [date]

       

      
        	
                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
        [date]
        (the “Pooling Agreement”) between Citicorp Mortgage Securities, Inc., as
        Depositor, CitiMortgage, Inc., as Servicer and Master Servicer, [**], as
        Trustee, and Citibank, N.A. as Paying Agent, Certificate Registrar and
        Authentication Agent. Terms used in this certificate that are defined in
        the
        Pooling Agreement have the meanings assigned to them in the Pooling
        Agreement.

       

       

      This
        certificate is one of a duly authorized issue of certificates designated
        as
        [Citicorp Mortgage Securities Trust] [CMALT (CitiMortgage Alternative Loan
        Trust)], Series 200[*-*] REMIC Pass-Through Certificates, consisting of [**]
        senior classes, six subordinated classes and[**] 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.

       

      


       

      [***],

      as
        Trustee

       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      or

       

      CITIBANK,
        N.A.,

      as
        Authenticating Agent for the Trustee,

       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      Date:[date]

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-1-5

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      ABBREVIATIONS

      


      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

      


      TEN
        COM -
        as tenants in common

      TEN
        ENT -
        as tenants by the entireties

      JT
        TEN -
        as joint tenants with right of survivorship and not as tenants in
        common

      


      UNIF
        GIFT
        MIN ACT - _______________ Custodian ____________________

                                                     
        (Cust)                                                      (Minor)

       

      Under
        Uniform Gifts to Minors Act ________________________________

                          (State)

      


      Additional
        abbreviations may also be used though not in the above list.

      ______________________________________________________________________________

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto

      


      PLEASE
        INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

      OF
        ASSIGNEE

      


      ________________________________________________________________

      ________________________________________________________________

      (Please
        print or typewrite name and address, including zip code, of
        assignee)

      


      ________________________________________________________________

      the
        within certificate, and all rights thereunder, hereby irrevocably constituting
        and appointing

      


      ________________________________________________________________

      attorney
        to transfer said certificate on the books of the Certificate Registrar with
        full
        power of substitution in the premises.

      


      Dated:                      ________________                                           __________________________

      


      Signature
        Guaranteed by:_________________________________________

      


      NOTICE:
        the signature to this assignment must correspond with the name as written
        upon
        the face of the within instrument in every particular, without alteration
        or
        enlargement or any change whatever, and must be guaranteed by a member of
        a
        Signature Guarantee Medallion Program.

      


      A-1-6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        A-2

      


      FORM
        OF CLASS A-IO CERTIFICATES

      


      [Citicorp
        Mortgage Securities Trust]

      [CMALT
        (CitiMortgage Alternative Loan Trust)], Series 200[*-*]

      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: [date]

       

      last
        scheduled distribution day: [date]

       

      


      
        	
                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, [***] 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 [date] (the “Pooling Agreement”) between Citicorp Mortgage
        Securities, Inc., as Depositor, CitiMortgage, Inc., as Servicer and Master
        Servicer, [***], as Trustee, and Citibank, N.A. as Paying Agent, Certificate
        Registrar and Authentication Agent.

      


      A-2-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Terms
        used in this certificate that are defined in the Pooling Agreement have the
        meanings assigned to them in the Pooling Agreement.

       

      This
        certificate is one of a duly authorized issue of certificates designated
        as
        [Citicorp Mortgage Securities] [CMALT (CitiMortgage Alternative Loan Trust)],
        Series 200[*-*] REMIC Pass-Through Certificates, consisting of [**] senior
        classes, six subordinated classes and [**] 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.

       

      


       

      [**],

      as
        Trustee

       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      or

       

      CITIBANK,
        N.A.,

      as
        Authenticating Agent for the Trustee,

       

       

       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      Date:
        [date]

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-2-5

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      ABBREVIATIONS

      


      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

      


      TEN
        COM -
        as tenants in common

      TEN
        ENT -
        as tenants by the entireties

      JT
        TEN -
        as joint tenants with right of survivorship and not as tenants in
        common

      


      UNIF
        GIFT
        MIN ACT - _______________ Custodian ____________________

                  (Cust)                                                      (Minor)

       

      Under
        Uniform Gifts to Minors Act __________________________________

                           (State)

      


      Additional
        abbreviations may also be used though not in the above list.

      ________________________________________________________________________

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto

      


      PLEASE
        INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

      OF
        ASSIGNEE

      ________________________________________________________________

      ________________________________________________________________

      (Please
        print or typewrite name and address, including zip code, of
        assignee)

      


      ________________________________________________________________

      the
        within certificate, and all rights thereunder, hereby irrevocably constituting
        and appointing

      


      ________________________________________________________________

      attorney
        to transfer said certificate on the books of the Certificate Registrar with
        full
        power of substitution in the premises.

      


      Dated:                      ________________                                           __________________________

      


      Signature
        Guaranteed by:_________________________________________

      


      NOTICE:
        the signature to this assignment must correspond with the name as written
        upon
        the face of the within instrument in every particular, without alteration
        or
        enlargement or any change whatever, and must be guaranteed by a member of
        a
        Signature Guarantee Medallion Program.

      


      


      


      A-2-6


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        A-3

      


      FORM
        OF CLASS B-4, B-5 AND B-6 CERTIFICATES

      


      [Citicorp
        Mortgage Securities Trust]

      [CMALT
        (CitiMortgage Alternative Loan Trust)], Series 200[*-*]

      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: [date]

       

      last
        scheduled distribution day: [date]

       

      
        	
                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, [***] 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 [date] (the “Pooling Agreement”) between
        Citicorp Mortgage Securities, Inc., as Depositor, CitiMortgage, Inc., as
        Servicer and Master Servicer, [***], as Trustee, and Citibank, N.A. as Paying
        Agent, Certificate Registrar and Authentication Agent. Terms used in this
        certificate that are defined in the Pooling Agreement have the meanings assigned
        to them in the Pooling Agreement.

       

       

      This
        certificate is one of a duly authorized issue of certificates designated
        as
        [Citicorp Mortgage Securities Trust] [CMALT (CitiMortgage Alternative Loan
        Trust)], Series 200[*-*] REMIC Pass-Through Certificates, consisting of [**]
        senior classes, six subordinated classes and [**] 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.

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      A-3-2

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      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-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.

       

      


       

      [***],

      as
        Trustee

       

       

       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      or

       

      CITIBANK,
        N.A.,

      as
        Authenticating Agent for the Trustee,

       

       

       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      Date:
        [date]

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      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

      


      [Citicorp
        Mortgage Securities Trust]

      [CMALT
        (CitiMortgage Alternative Loan Trust)], Series 200[*-*]

      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

                 

              


      

      


      A-4-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                ensure
                  that this certificate is not transferred to a disqualified organization
                  or
                  its agent, or to a Non-permitted Foreign holder. To satisfy a regulatory
                  safe harbor against the disregard of such transfer, the transferor
                  may be
                  required to conduct a reasonable investigation of the financial
                  condition
                  of the transferee and either transfer this certificate at a specified
                  minimum price or transfer this certificate to an eligible
                  transferee.

                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, [***] 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
        [date] (the “Pooling Agreement”) between Citicorp Mortgage Securities, Inc., as
        Depositor, CitiMortgage, Inc., as Servicer and Master Servicer, [***], as
        Trustee, and Citibank, N.A. as Paying Agent, Certificate Agent and
        Authentication Agent. Terms used in this certificate that are defined in
        the
        Pooling Agreement have the meanings assigned to them in the Pooling
        Agreement.

       

       

      This
        certificate is one of a duly authorized issue of certificates designated
        as
        [Citicorp Mortgage Securities Trust] [CMALT (CitiMortgage Alternative Loan
        Trust)], Series 200[*-*] REMIC Pass-Through Certificates, consisting of [**]
        senior classes, six subordinated classes and [**] 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 [**] segregated asset pools within the Trust Fund as
        real
        estate mortgage investment conduits (each, a “REMIC,” or in the alternative, the
“upper-tier REMIC,” “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

       

      A-4-2


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      that
        it
        will not take or cause to be taken any action that would adversely affect
        the
        status of any of the [**] segregated asset pools comprising the Trust Fund
        as a
        REMIC.

       

      The
        holder further agrees to the designation of the Servicer as its agent to
        act as
“tax matters person” for purposes of Subchapter C of Chapter 63 of Subtitle F of
        the Code or, if requested by the Servicer, to act as tax matters
        person.

       

       

      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.

       

      


       

      [**],

      as
        Trustee

       

       

       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      or

       

      CITIBANK,
        N.A.,

      as
        Authenticating Agent for the Trustee,

       

       

       

      


       

      By:_______________________________

      Authorized
        Signatory

       

      


       

      Date:
        [date]

       

      


      


      


      


      


      


      


      


      


      


      


      


      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
        C

       

      FORM
        OF MORTGAGE NOTE CUSTODIAL AGREEMENT

       

      
        


      

      
        Mortgage
          Note Custodial Agreement

      

      [Date]

       

      


      PARTIES

       

      
        	
                ·

              	
                [***],
                  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 [date] relating to [Citicorp Mortgage Securities
        Trust] [CMALT (CitiMortgage Alternative Loan Trust)], Series 200[*-*] 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 Note Custodian.

       

      AGREEMENT

       

      1      Appointment
        as Custodian; Acknowledgment of Receipt

      (a)        Citibank
        will serve as Mortgage Note Custodian (Custodian) under the Pooling
        Agreement. Citibank certifies to the Trustee that Citibank is qualified to
        serve
        as Mortgage Note Custodian under the Pooling Agreement. Citibank will act
        as
        Custodian solely for the benefit of the Trustee and the certificate
        holders.

      (b)        CMSI
        has delivered to Citibank, as Custodian, the mortgage notes required to be
        delivered to the Mortgage Note Custodian under section 2.1 of the Pooling
        Agreement. Citibank acknowledges receipt of the Pooling Agreement and the
        mortgage notes.

      (c)        CitiMortgage
        will pay the reasonable custodial fees and expenses of Citibank or its
        successor, including the Trustee if the Trustee holds any mortgage documents
        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
          Note Custodial Agreement

      

      [Date]

       

       

      2      Maintenance
        of office

      Citibank
        will maintain the mortgage notes, at the office of Citibank located at Citibank,
        N.A., 5280 Corporate Drive, M/C 0005, Frederick, Md. 21703, or at such
        other office of Citibank as it designates by 30 days’ prior written notice to
        the Trustee and CMSI.

       

      3      Duties
        of Custodian

      As
        Custodian, Citibank will have all of the rights and obligations of the Mortgage
        Document Custodian and Mortgage Note Custodian set forth in the Pooling
        Agreement, including but not limited to the following:

      (a)        Safekeeping.
        Citibank will

      ·      identify
        each mortgage note by loan number, address of mortgaged property, and name
        of
        mortgagor,

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

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

      ·      maintain
        accurate records pertaining to mortgage notes as will enable the Trustee
        to
        comply with the terms and conditions of the Pooling Agreement, and

      ·      maintain
        at all times a current inventory and conduct periodic physical inspections
        of
        the mortgage notes in such a manner as will enable the Trustee and CitiMortgage
        to verify the accuracy of Citibank’s record-keeping, inventory and physical
        possession.

      Citibank
        will promptly report to the Trustee and CitiMortgage any failure on its part
        to
        hold the mortgage notes as provided in this agreement or the Pooling Agreement
        and will promptly take appropriate action to remedy any such
        failure.

      (b)        Release
        of mortgage notes. Citibank is authorized, upon receipt of a direction from
        the Trustee pursuant to section 3.13, “Release of mortgage files,” of the
        Pooling Agreement, to release to CitiMortgage or its designee, as directed,
        the
        mortgage notes set forth in such direction.  All mortgage notes so
        released will be held by the recipient in trust for the benefit of the Trustee
        in accordance with the Pooling Agreement.  Such mortgage notes 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 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 mortgage
        notes, 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
          Note Custodial Agreement

      

      [Date]

       

      Pooling
        Agreement. If in the course of such review, or if at any time during the
        term of
        this agreement, Citibank determines that a mortgage note 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 defects or lack of the mortgage note, with any applicable exceptions
        noted
        thereon. Citibank will assist the Trustee and CitiMortgage generally in the
        preparation of reports (including by providing information reasonably requested
        as necessary to such preparation) to certificate holders or to regulatory
        bodies
        to the extent necessitated by Citibank’s custody of the mortgage
        notes.

      (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 mortgage
        notes and the books and records maintained by Citibank pursuant hereto at
        such
        times as the Trustee, CitiMortgage or any Subservicer may reasonably request,
        subject only to compliance by the Trustee, CitiMortgage or any Subservicer
        with
        the security procedures of Citibank applied by Citibank to its own employees
        having access to these and similar records.

       

      5      Instructions;
        authority to act

      Citibank
        will be deemed to have received proper instructions with respect to the mortgage
        notes 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
        mortgage notes; 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
          Note Custodial Agreement

      

      [Date]

       

      (b)        CitiMortgage
        will indemnify Citibank and hold it harmless against any loss, liability
        or
        expense incurred without gross negligence or bad faith on Citibank’s part,
        arising out of or in connection with the acceptance or administration of
        the
        trust or trusts created under the Pooling Agreement or Citibank’s custody of the
        mortgage notes, including the costs and expenses of defending itself against
        any
        claim or liability in connection with the exercise or performance of any
        of its
        powers or duties hereunder or under the Pooling Agreement. Such indemnification
        will survive the payment of the certificates and termination of the Trust
        Fund,
        as well as the resignation or removal of CitiMortgage as Servicer (if such
        action which caused the need for the indemnification occurred while CitiMortgage
        acted as Servicer), and for purposes of such indemnification neither the
        negligence nor bad faith of the Trustee will be imputed to, or adversely
        affect,
        the right of Citibank to indemnification.

       

      7      Limitation
        of Custodian’s liabilities and duties

      (a)        Citibank
        will not be responsible for preparing or filing any reports or returns relating
        to federal, state or local income taxes with respect to this agreement, other
        than for Citibank’s compensation or for reimbursement of expenses.

      (b)        Citibank
        will not be responsible or liable for, and makes no representation or warranty
        with respect to, the validity, adequacy or perfection of any lien upon or
        security interest in any mortgage note.

      (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
        mortgage notes 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
          Note Custodial Agreement

      

      [Date]

       

      taking
        and continuing possession of the mortgage notes), 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.

      


      C-5


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        Mortgage
          Note Custodial Agreement

      

      [Date]

       

       

      9      Effective
        period, termination and amendment, and interpretive and additional
        provisions

      This
        agreement may be terminated (a) by Citibank’s resignation as Custodian, or
        (b) by either CitiMortgage or the Trustee. In each case, such termination
        will be effected by notice to the other parties given no less than 60 days
        prior
        to termination. Upon notice of such termination, CitiMortgage will use its
        reasonable best efforts to select a successor Custodian reasonably acceptable
        to
        the Trustee upon substantially the same terms and conditions as set forth
        in
        this agreement. If no such successor Custodian has been selected by the
        50th day
        after such notice, the Trustee may, upon prior notice to CitiMortgage, select
        a
        successor Custodian. If no successor Custodian has been selected by CitiMortgage
        or the Trustee by the effective date of the Citibank’s termination, the Trustee
        will act as successor Custodian until the Trustee and CitiMortgage agree
        on a
        successor Custodian.

      At,
        or as
        soon as practicable after, the termination of this agreement, Citibank will
        deliver the mortgage notes 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
          Note Custodial Agreement

      

      [Date]

       

       

      12           Notice

      Notices
        and other writings will be delivered or mailed, postage prepaid,

      ·      to
        the Trustee at [***],

      ·      to
        Citibank, N.A. at 5280 Corporate Drive, M/C 0005, Frederick, Maryland 21703,
        Attention: [***], with a copy to [***],Citibank, N.A., One Sansome St., 19th
        fl., San Francisco, California  94104, tel: [***],
        fax: [***], and

      ·      to
        CMSI or CitiMortgage at 1000 Technology Drive, O’Fallon, Missouri 63368,
        Attention: [***]

      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

      

      [Date]

       

      


      SIGNATURES

      


      


      [***],

      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 [Citicorp Mortgage Securities Trust] [CMALT (CitiMortgage
        Alternative Loan Trust)], Series 200[*-*] 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.

      


      D-1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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.

      


      5.  We
        agree that in the event that at some future time we wish to sell, dispose
        of or
        otherwise transfer any of our class B-[4][5][6] certificates, we will not
        transfer any of such class B-[4][5][6] certificates unless:

      


      (A)  (1)
        the transfer is made to an Eligible Purchaser (as defined below), (2) a letter
        to substantially the same effect as this letter is executed promptly by such
        Eligible Purchaser or by an Eligible Dealer (as defined below) on behalf
        of such
        Eligible Purchaser and (3) all offers or solicitations in connection with
        the
        sale (if a sale), whether directly or through any agent on our behalf, are
        limited only to Eligible Purchasers and are not made by means of any form
        of
        general solicitation or general advertising whatsoever; or

      


      (B)  Such
        class  B-[4][5][6] certificates are otherwise sold in a transaction
        that does not require registration under the Securities Act.

      


      "Eligible
        Purchaser" means an Eligible Dealer or a corporation, partnership or other
        entity which we have reasonable grounds to believe and do believe can make
        representations with respect to itself to substantially the same effect as
        the
        representations set forth herein; "Eligible Dealer" means any corporation
        or
        other entity having as a principal business acting as a broker or dealer
        in
        securities.

      


      6.  We
        understand that each of the class B-[4][5][6] certificates will bear a legend
        to
        substantially the following effect:

      


      This
        class B-[4][5][6] certificate is subordinated in right of payments to the
        class
        A, B-1, B-2 [,][and] B-3 [,][and] [B-4] [and B-5] certificates, as described
        in
        the Pooling Agreement referred to herein. This certificate has not been
        registered under the Securities Act of 1933, as amended, and may not be sold,
        or
        offered for sale, transferred or otherwise disposed of unless such sale,
        transfer or other disposition is made pursuant to an effective registration
        statement under such act and any applicable blue sky law or unless an exemption
        under such act and any applicable blue sky law is available.

      


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

      


      Very
        truly yours,

      


      [Name
        of
        Purchaser]

      


      


      By:*_____________________

      Name:

      Title:

      ___________________

      *  This
        letter may be signed by Purchaser's attorney-in-fact if an executed power
        of
        attorney to such attorney-in-fact is attached hereto; provided that, upon
        written instruction from the Issuer to the Trustee, no such attachment shall
        be
        required.

      D-2

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        E

       

      FORM
        OF ERISA LETTER

       

      


      [Purchaser]

      


      [Date]

      


      Citicorp
        Mortgage Securities, Inc.

      1000
        Technology Drive

      O’Fallon,
        Missouri 63368

      


      Citibank,
        N.A.

      Agency
        & Trust

      111
        Wall
        Street, 15th Floor

      New
        York,
        New York 10005

      Attn:
        Securities Window

      


      


      Ladies
        and Gentlemen:

      


      In
        connection with the purchase by us of $_______________ initial principal
        balance
        of the [Citicorp Mortgage Securities Trust] [CMALT (CitiMortgage Alternative
        Loan Trust)], Series 200[*-*] 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