CMALT 2007-A2 POOLING AND SERVICING AGREEMENT


     

     

    
       

       

      EXHIBIT
        4.1

       

      

         

        Citicorp
          Mortgage Securities, Inc.

         

         

        Depositor

         

        CitiMortgage,
          Inc.

         

        Servicer
          and Master Servicer

         

        U.S.
          Bank
          National Association

         

        Trustee

         

        Citibank,
          N.A.

         

        Paying
          Agent, Certificate Registrar

         

        and
          Authenticating Agent

         

        Pooling
          and Servicing Agreement

         

        CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A2

         

        REMIC
          Pass-Through Certificates

         

         

        February
          1, 2007

         

        


         


        
          
            
            

          

          
            1

            
              

            

          

          
            
            

            
            

          

        



        Contents

        

           

          Parties
            9

           

           

          Background
            9

           

           

          Agreement
            9

           

           

          Series
            Terms 9

           

           

          
            	
                    12

                  	
                    The
                      series 9

                  


          

           

          
            	 	
                    12.1

                  	
                    Establishment
                      9

                  


          

           

          
            	 	
                    12.2

                  	
                    General
                      terms for classes 10

                  


          

           

          
            	 	
                    12.3

                  	
                    Target
                      rate 12

                  


          

           

          
            	 	
                    12.4

                  	
                    Ratio-stripped
                      IO and PO classes 12

                  


          

           

          
            	 	
                    12.5

                  	
                    Loss
                      limits 12

                  


          

           

          
            	 	
                    12.6

                  	
                    Denominations
                      12

                  


          

           

          
            	 	
                    12.7

                  	
                    The
                      mortgage loans 13

                  


          

           

          
            	 	
                    12.8

                  	
                    Right
                      to repurchase 13

                  


          

           

          
            	 	
                    12.9

                  	
                    Book-entry
                      and definitive certificates 13

                  


          

           

          
            	 	
                    12.10

                  	
                    Voting
                      interests 13

                  


          

           

          
            	 	
                    12.11

                  	
                    Cash
                      deposit 13

                  


          

           

           

          
            	
                    13

                  	
                    Principal
                      balances 13

                  


          

           

          
            	 	
                    13.1

                  	
                    Class
                      balances 13

                  


          

           

          
            	 	
                    13.2

                  	
                    Certificate
                      balances 14

                  


          

           

           

          
            	
                    14

                  	
                    Allocations
                      14

                  


          

           

          
            	 	
                    14.1

                  	
                    Interest
                      allocations 14

                  


          

           

          
            	 	
                    14.2

                  	
                    Principal
                      allocations 14

                  


          

           

          
            	 	
                    14.3

                  	
                    Unscheduled
                      principal 15

                  


          

           

          
            	 	
                    14.4

                  	
                    Maintenance
                      of subordination 16

                  


          

           

           

          
            	
                    15

                  	
                    Allocations
                      among the senior classes
                      16

                  


          

           

          
            	 	
                    15.1

                  	
                    Order
                      of allocation among senior target-rate classes
                      16

                  


          

           

          
            	 	
                    15.2

                  	
                    NAS
                      classes 17

                  


          

           

          
            	 	
                    15.3

                  	
                    PAC
                      and TAC
                      classes 17

                  


          

           

           

          
            	
                    16

                  	
                    Distributions
                      17

                  


          

           

          
            	 	
                    16.1

                  	
                    Types
                      of distributions 17

                  


          

           

          
            	 	
                    16.2

                  	
                    Accrual
                      and accrual directed classes
                      17

                  


          

           

          
            	 	
                    16.3

                  	
                    Distribution
                      priorities 17

                  


          

           

          
            	 	
                    16.4

                  	
                    Distributions
                      to certificate holders 18

                  


          

           

          
            	 	
                    16.5

                  	
                    Final
                      distribution on the residual certificates
                      18

                  


          

           

          
            	 	
                    16.6

                  	
                    Wire
                      transfer eligibility 19

                  


          

           

           

          
            	
                    17

                  	
                    Adjustments
                      to class balances 19

                  


          

           

           

          
            	
                    18

                  	
                    Loss
                      recoveries 20

                  


          

           

           

          
            	
                    19

                  	
                    Additional
                      structuring features 21

                  


          

           

           

          
            	
                    20

                  	
                    LIBOR
                      classes 21

                  


          

           

           

          
            	
                    21

                  	
                    Composite
                      and component classes 22

                  


          

           

           

          
            	
                    22

                  	
                    Multiple-pool
                      series 22

                  


          

           

          
            	 	
                    22.1

                  	
                    Adjustment
                      of subordinated component class principal balances
                      22

                  


          

           

          
            	 	
                    22.2

                  	
                    Maintenance
                      of subordination 24

                  


          

           

          
            	 	
                    22.3

                  	
                    Distribution
                      shortfalls 24

                  


          

           

          
            	 	
                    22.4

                  	
                    Undersubordination
                      25

                  


          

           

          
            	 	
                    22.5

                  	
                    Undercollateralization
                      25

                  


          

           

          
            	 	
                    22.6

                  	
                    Non-subordinated
                      interest shortfalls 26

                  


          

           

           

          
            	
                    23

                  	
                    Super
                      senior and super senior support classes
                      27

                  


          

           

           

          
            	
                    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
                      28

                  


          

           


          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          


          
            	 	
                    27.3

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

                  


          

           

          
            	 	
                    27.4

                  	
                    Interest
                      distributions to class L and class P regular interests
                      29

                  


          

           

          
            	 	
                    27.5

                  	
                    REMIC
                      accounts and distributions 30

                  


          

           

          
            	 	
                    27.6

                  	
                    Tax
                      matters person 31

                  


          

           

           

          
            	
                    28

                  	
                    Yield
                      maintenance agreement and IA-9 reserve fund
                      32

                  


          

           

          
            	 	
                    28.1

                  	
                    Yield
                      maintenance agreement 32

                  


          

           

          
            	 	
                    28.2

                  	
                    Reserve
                      fund for class IA-9 certificates
                      33

                  


          

           

          
            	 	
                    28.3

                  	
                    Tax
                      treatment 34

                  


          

           

           

          
            	
                    29

                  	
                    Notice
                      addresses 34

                  


          

           

           

          
            	
                    30

                  	
                    Initial
                      Depositories 35

                  


          

           

           

          Standard
            Terms 36

           

           

          1 Definitions
            and usages 36

           

          1.1 Defined
            terms 36

           

          1.2 Usages
            52

           

          1.3 Calculations
            respecting mortgage loans 52

           

           

          2 Transfer
            of mortgage loans and issuance of certificates; repurchase and substitution
            53

           

          2.1 Transfer
            of mortgage loans 53

           

          2.2 CMSI’s
            representations and warranties 57

           

          2.3 Repurchase
            or substitution of mortgage loans 58

           

           

          3 Servicing
            61

           

          3.1 CitiMortgage
            as servicer and master servicer 61

           

          3.2 Collections
            62

           

          3.3 Certificate
            and other accounts 62

           

          3.4 Prepayment
            interest shortfalls 65

           

          3.5 Advances
            65

           

          3.6 Distributions
            68

           

          3.7 Third-party
            servicing 70

           

          3.8 Permitted
            withdrawals from certificate account 71

           

          3.9 Expenses
            72

           

          3.10 Primary
            mortgage insurance 73

           

          3.11 Hazard
            insurance 73

           

          3.12 Realization
            on defaulted mortgage loans 74

           

          3.13 Release
            of mortgage files 76

           

          3.14 Reports
            to certificate holders and others 77

           

          3.15 Tax
            returns and reports 79

           

          3.16 Application
            of buydown funds 79

           

          3.17 Assumption
            and modification agreements 80

           

          3.18 Refinancings
            and curtailments; loan modifications 80

           

          3.19 Investment
            accounts 81

           

          3.20 Paying
            Agent and Certificate Registrar 84

           

          3.21 Exchange
            Act reporting 85

           

           

          4 CitiMortgage
            86

           

          4.1 Liability
            of CitiMortgage and others 86

           

          4.2 Assumption
            of CitiMortgage’s obligations by affiliate 87

           

          4.3 Maintenance
            of office or agency 87

           

          4.4 Servicer
            not to resign 87

           

          4.5 Delegation
            of duties 88

           

          4.6 Errors
            and omissions insurance
            88

           

           

          5 The
            certificates 88

           

          5.1 The
            certificates 88

           

          5.2 Registration
            of transfer and exchange of certificates 89

           

          5.3 Mutilated,
            destroyed, lost or stolen certificates 93

           


          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          


          5.4 Persons
            deemed owners 94

           

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

           

          5.6 Definitive
            certificates 94

           

          5.7 Notices
            to Clearing Agency 95

           

           

          6 [Reserved]
            95

           

           

          7 Default
            95

           

          7.1 Events
            of Default 95

           

          7.2 Trustee
            to act; appointment of successor 96

           

           

          8 The
            Trustee 96

           

          8.1 Duties
            96

           

          8.2 Liability
            98

           

          8.3 Trustee
            not liable for certificates or mortgage loans 98

           

          8.4 Trustee
            may own certificates 99

           

          8.5 Trustee’s
            fees and expenses 99

           

          8.6 Eligibility
            requirements for Trustee 100

           

          8.7 Resignation
            or removal of Trustee 100

           

          8.8 Successor
            trustee 101

           

          8.9 Merger
            or consolidation of Trustee 101

           

          8.10 Appointment
            of co-trustee or separate trustee 101

           

          8.11 Tax
            returns 103

           

          8.12 Appointment
            of authenticating agent 103

           

           

          9 Termination
            104

           

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

           

           

          10 General
            provisions 106

           

          10.1 Amendments
            106

           

          10.2 Recordation
            of Agreement 107

           

          10.3 Limitation
            on rights of certificate holders 107

           

          10.4 Governing
            law 108

           

          10.5 Maintenance
            of REMICs
            108

           

          10.6 Notices
            108

           

          10.7 Severability
            of provisions 108

           

          10.8 Assignment
            108

           

          10.9 Certificates
            nonassessable and fully paid 109

           

           

          11 Depositories
            109

           

          11.1 Depositories
            109

           

          Signatures
            and acknowledgments 111

        

        


         

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

         

         

        Appendix
          1: Transferee’s Affidavit

         

         

        Exhibit
          A: Forms of certificates A-1

         

         

        Exhibit
          B: Mortgage Loan Schedules 

         

         

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

         

         

        Exhibit
          D: Form of Purchaser Letter D-1

         

         

        Exhibit
          E: Form of ERISA Letter E-1

         

         

        Exhibit
          F: Form of Yield Maintenance Agreement F-1

         

        


        



         

        Defined
          Terms

         

        



        
          
            
            

          

          
            4

            
              

            

          

          
            
            

            
            

          

        



        accrual
          class, 17

        accrual
          directed class, 17

        accrual
          termination day, 36

        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,
          36

        affiliated
          mortgage loans, 61

        affiliated
          Paying Agent advances, 67

        affiliated
          servicing fee rate, 36

        Agent,
          90

        aggregate
          outstanding advances, 36

        allocated
          loss, 20

        alternative
          certificate account, 109

        alternative
          custodial accounts for P&I, 109

        alternative
          escrow account, 109

        alternative
          servicing account, 109

        applicable
          constituent REMIC,
          28

        appraisal,
          36

        assumed
          principal balance, 32

        Authenticating
          Agent, 9, 103

        Authorized
          Officer, 36

        Bankruptcy
          Code, 36

        bankruptcy
          coverage termination date, 36

        bankruptcy
          loss, 36

        bankruptcy
          loss limit, 36

        beneficial
          owner, 37

        book-entry
          certificates, 13

        business
          day, 37

        buydown
          account, 37

        buydown
          funds, 37

        buydown
          mortgage loan, 37

        buydown
          subsidy agreement, 37

        certificate
          account, 62

        certificate
          holder, 37

        certificate
          insurance policy, 27

        certificate
          rate, 10

        Certificate
          Register, 90

        Certificate
          Registrar, 10

        certificates,
          9

        Citibank
          banking affiliate, 37

        CitiMortgage,
          9

        class,
          37

        class
          A-PO, 9

        class
          A-PO certificates, 9

        class
          B
          holder, 61

        class
          B-x, 9

        class
          B-x
          certificates, 9

        class
          IA-IO, 9

        class
          IA-IO certificates, 9

        class
          IA-x, 9

        class
          IA-x
          certificates, 9

        class
          IIA-1, 9

        class
          IIA-1
          certificates, 9

        class
          IIA-IO, 9

        class
          IIA-IO certificates, 9

        class
          L
          regular interest, 28

        class
          LR
          certificates, 9

        class
          P
          regular interests, 28

        class
          percentage, 37

        class
          PR
          certificates, 9

        class
          R
          certificates, 9

        classes
          A-x
          through
          A-y,
          38

        classes
          B-x
          through
          B-y,
          38

        Clearing
          Agency, 38

        Clearing
          Agency Participant, 38

        closing
          date, 10

        CMSI,
          9

        collected
          servicing fee, 38

        component
          classes, 22

        composite
          class, 22

        constituent
          REMIC,
          28

        corporate
          trust office, 34

        cumulative
          loss test, 15

        current
          interest allocation, 14

        custodial
          accounts for P&I, 64

        custodial
          investment account, 82

        cut-off
          date, 9

        debt
          service reduction, 38

        deficient
          valuation, 38

        definitive
          certificates, 13

        delegated
          servicer, 38

        delinquency
          test, 15

        denominations,
          12

        Depository,
          39

        determination
          date, 39

        discount
          loan, 39

        disqualified
          organization, 90

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        distribution
          account, 68

        
          distribution
            day, 10

        

        distribution
          day data, 69

        distribution
          day statement, 70

        distribution
          report, 77

        Eligible
          Account, 39

        Eligible
          Investments, 83

        eligible
          substitute mortgage loan, 60

        ERISA,
          39

        ERISA
          Prohibited holder, 90

        ERISA
          Restricted Certificates, 39

        escrow
          accounts, 64

        Events
          of
          Default, 95

        Exchange
          Act, 39

        extraordinary
          event, 39

        FDIC,
          39

        Fitch,
          39

        fraud
          loss, 40

        fraud
          loss limit, 39

        Furnished
          Document, 97

        GIC,
          40

        GNMA,
          40

        group,
          22, 40

        group
          target-rate class percentage, 40

        Guide,
          40

        high-cost
          mortgage loan, 40

        holder,
          40

        hypothetical
          mortgage loan, 40

        IA-9
          reserve fund, 33

        impaired
          subordination level, 16

        independent
          accountants, 40

        Indirect
          Participant, 40

        initial,
          40

        initial
          bankruptcy loss limit, 12

        initial
          fraud loss amount, 12

        initial
          special hazard loss limit, 12

        insurance
          premium, 27

        insurance
          proceeds, 40

        insured
          class, 27

        Insurer,
          27

        interest
          allocation, 14

        interest
          allocation carryforward, 14

        interest
          distribution, 17

        interest
          portion of a liquidated loan loss, 41

        interest
          portion of a realized loss, 48

        Internal
          Revenue Code, 41

        investment
          account, 41

        Investment
          Income, 41

        IO
          class,
          41

        IO
          loan,
          41

        IO
          strip,
          41

        last
          scheduled distribution day, 10

        latest
          possible maturity date, 10

        LIBOR,
          21

        LIBOR
          accrual
          period, 21

        LIBOR
          classes,
          21

        liquidated
          loan, 41

        liquidated
          loan loss, 41

        liquidation
          expenses, 41

        liquidation
          proceeds, 41

        loss
          recovery, 42

        LOWER-TIER
          REMIC,
          28

        lower-tier
          REMIC
          account,
          30

        margin,
          32

        master
          servicer, 61

        master
          servicing fee, 42

        master
          servicing fee rate, 42

        material
          breach, 59

        maximum
          protection percentage, 32

        MERS,
          54

        month,
          42

        monthly
          affiliated servicing fee rate, 36

        monthly
          master servicing fee rate, 42

        monthly
          pass-through rate, 45

        monthly
          third-party servicing fee rate, 51

        Moody’s,
          42

        mortgage,
          42

        Mortgage
          Document Custodial Agreement, 53

        Mortgage
          Document Custodian, 53

        mortgage
          documents, 42

        mortgage
          file, 42

        mortgage
          loan, 42

        mortgage
          loan schedule, 42

        mortgage
          note, 42

        Mortgage
          Note Custodian, 42

        mortgage
          note rate, 42

        mortgaged
          property, 42

        mortgagor,
          42

        multiple-pool
          series, 42

        NAS
          classes,
          17

        net
          liquidation proceeds, 42

        net
          Paying Agent advances, 43

        net
          REO
          proceeds, 43

        net
          voluntary advances, 43

        non-accelerated
          senior classes, 17

        nonrecoverable
          advance, 43

        non-subordinated
          losses, 43

        non-supported
          prepayment interest shortfall, 43

        notional
          balance, 13

        officer’s
          certificate, 43

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        opinion
          of counsel, 43

        order
          of
          seniority, 43

        order
          of
          subordination, 43

        original
          value, 44

        Originator,
          44

        outstanding,
          44

        overcollateralized,
          25

        PAC
          class,
          17

        Participant,
          45

        pass-through
          rate, 45

        Paying
          Agent, 10

        Paying
          Agent failure, 27

        Paying
          Agent failure advance, 27

        percentage
          interest, 45

        person,
          45

        planned
          amortization class, 17

        PO
          class,
          45

        PO
          loan,
          45

        PO
          strip,
          45

        pool,
          45

        pool
          distribution amount, 46

        pool
          I,
          22

        pool
          II,
          22

        POOLING
          REMIC,
          28

        pooling
          REMIC
          account,
          30

        predatory
          lending law, 46

        Predecessor
          Certificates, 46

        premium
          loan, 46

        prepayment
          interest shortfall, 46

        primary
          mortgage insurance certificate, 46

        principal
          allocation, 14

        principal
          balance, 13

        principal
          distribution, 17

        principal
          portion of a liquidated loan loss, 41

        principal
          portion of a realized loss, 48

        principal
          prepayment, 46

        private
          certificates, 46

        Proceeding,
          46

        property
          protection expenses, 46

        Purchaser,
          10

        Qualified
          GIC, 46

        Qualified
          Nominee, 47

        rating
          agency, 10

        ratio-stripped
          IO class, 48

        ratio-stripped
          IO loan, 48

        ratio-stripped
          PO class, 48

        ratio-stripped
          PO loan, 48

        realized
          losses, 48

        record
          date, 48

        reduction
          amount, 25

        regular
          interests, 28

        Regulation
          AB, 85

        reimbursement,
          17

        relevant
          servicer, 48

        Relieved
          interest, 67

        REMIC,
          48

        REMIC
          Provisions, 48

        remittance
          delinquency, 66

        remittances
          on affiliated mortgage loans, 63

        remittances
          on third-party loans, 65

        REO
          loan,
          48

        REO
          proceeds, 48

        REO
          property, 48

        Required
          Amount of Certificates, 48

        reserve
          fund, 27

        residual
          certificates, 9

        residual
          distribution, 17

        residual
          interest, 28

        Responsible
          Officer, 49

        retail
          class,
          27

        retail
          reserve fund,
          27

        S&P,
          49

        scheduled
          monthly loan payment, 49

        scheduled
          principal balance, 49

        scheduled
          principal payments, 49

        scheduled
          servicing fee, 49

        Securities
          Act, 49

        senior
          classes, 9

        senior
          to, 49

        Series
          Terms, 9

        servicing
          account advances, 65

        servicing
          accounts, 63

        Servicing
          Officer, 49

        Similar
          Law, 92

        single
          certificate, 49

        single-pool
          series, 49

        special
          hazard loss, 49

        special
          hazard loss limit, 50

        special
          hazard percentage, 50

        special
          servicer, 61

        special
          servicing agreement, 61

        specially
          serviced mortgage loans, 61

        Standard
          Terms, 9

        startup
          day, 10

        subordinate
          to, 50

        subordinated
          classes, 9

        subordinated
          losses, 50

        subordination
          depletion date, 50

        subordination
          level, 16

        substitution
          adjustment amount, 60

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        substitution
          day, 59

        super
          senior classes, 27

        super
          senior support classes, 27

        TAC
          class,
          17

        target
          rate, 12

        targeted
          amortization class, 17

        target-rate
          class, 12

        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, 66

        third-party
          servicing agreement, 61

        third-party
          servicing fee, 51

        third-party
          servicing fee rate, 51

        Transfer
          Instrument, 51

        Trust,
          9

        Trust
          Fund, 51

        Trustee,
          9

        U.S.
          person, 51

        uncommitted
          cash, 51

        uncommitted
          cash advances, 66

        undercollateralized,
          25

        undersubordination,
          25

        Underwriter,
          10

        unscheduled
          principal payments, 51

        upper-tier
          REMIC,
          28

        upper-tier
          REMIC
          account,
          30

        voluntary
          advance, 66

        voting
          interest, 13

        yield
          maintenance agreement, 32

        yield
          maintenance amount, 33

        yield
          maintenance payments, 32

        yield
          maintenance percentage, 32

        yield
          maintenance provider, 32

        yield
          maintenance reserve fund, 33

        yield
          protected certificates, 32

        


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        POOLING
          AND SERVICING AGREEMENT 

        February
          1, 2007

         

        PARTIES

        
          	
                  ·

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

                


        

         

        
          	
                  ·

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

                


        

         

        
          	
                  ·

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

                


        

         

        
          	
                  ·

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

                


        

         

        BACKGROUND

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

         

        AGREEMENT

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

         

        SERIES
          TERMS

         

        
          	
                  12

                	
                  The
                    series

                


        

         

        12.1 Establishment

        A
          common
          law trust is established under New York law as of February 1, 2007 (the
          cut-off
          date),
          to be
          called the “CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A2” (the Trust).
          CMSI
          is the
          settlor of the Trust, and U.S. Bank National Association is the trustee
          (in such
          capacity, the Trustee).

        The
          Trust
          will issue a series of certificates designated as “CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC
          Pass-Through
          Certificates.” The certificates will consist of and be further designated
          as

        (i) 20
          senior
          classes
          of
          certificates individually designated as

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

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

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

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

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

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

        (iii) three
          residual interests individually designated as

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

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

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

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

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

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


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        


        department
          of Citibank, N.A. as Paying
          Agent
          and
Certificate Registrar.

        The
          Mortgage Document Custodian is Citibank, N.A.

        The
          Underwriter
          and the
Purchaser
          for the
          series is Credit Suisse Securities (USA)
          LLC.

        The
          certificates will be first executed, authenticated and delivered on February
          27,
          2007 (the closing
          date).
          The
          closing date will also be the startup
          day.

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

        The
          nationally recognized statistical rating
          agencies
          for the
          senior classes are Moody’s and Fitch, and for classes IA-1, IA-7 and IA-15 only,
          S&P; the rating agency for classes B-1 through B-5 is Fitch.

         

        12.2 General
          terms for classes

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

        


        
          	
                   

                  class

                   

                	
                   

                  initial
                    principal (or notional) balance

                   

                	
                   

                  certificate
                    rate (per annum)

                   

                	
                   

                  initial
                    target-rate class percentage (1)

                   

                	
                   

                  initial
                    subordination level (2)

                   

                	
                   

                  last
                    scheduled distribution day

                   

                
	
                  IA-1

                   

                	
                  $125,000,000.00

                   

                	
                  (3)

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-2

                   

                	
                  125,000,000.00

                  (notional)(4)

                   

                	
                  (3)

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-3

                   

                	
                  4,900,238.00

                   

                	
                  6%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-4

                   

                	
                  81,250,000.00

                   

                	
                  6%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-5

                   

                	
                  183,100,000.00

                   

                	
                  6%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-6

                   

                	
                  13,004,150.00

                   

                	
                  6%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-7

                   

                	
                  15,000,000.00

                   

                	
                  (3)

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-8

                   

                	
                  15,000,000.00

                  (notional)(5)

                   

                	
                  (3)

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-9

                   

                	
                  30,926,000.00

                   

                	
                  (3)

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-10

                   

                	
                  20,000,000.00

                   

                	
                  6%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-11

                   

                	
                  13,134,000.00

                   

                	
                  6%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-12

                   

                	
                  20,317,612.00

                   

                	
                  6%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-13

                   

                	
                  78,033,000.00

                   

                	
                  5.75%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-14

                   

                	
                  78,033,000.00

                  (notional)(6)

                   

                	
                  0.25%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-15

                   

                	
                  45,696,000.00

                   

                	
                  6%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-16

                   

                	
                  30,926,000.00

                  (notional)(7)

                   

                	
                  (3)

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-IO

                   

                	
                  628,549,476.18

                  (notional)(8)

                   

                	
                  Variable
                    (9)

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IIA-1

                   

                	
                  20,512,000.00

                   

                	
                  5.5%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2022

                   

                
	
                  IIA-IO

                   

                	
                  21,010,132.24

                  (notional)(8)

                   

                	
                  Variable
                    (9)

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2022

                   

                


        

        



        
          
            
            

          

          
            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

                   

                
	
                  A-PO
                    (composite)

                   

                	
                  1,307,918.00

                   

                	
                  0%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IA-PO
                    (component)

                   

                	
                  1,289,055.00

                   

                	
                  0%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  IIA-PO
                    (component)

                   

                	
                  18,863.00

                   

                	
                  0%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  B-1
                    (composite)

                   

                	
                  15,781,000.00

                   

                	
                  Blended

                   

                	
                  2.304342099372%

                   

                	
                  2.650101477850%

                   

                	
                  February
                    25, 2037

                   

                
	
                  IB-1
                    (component)

                   

                	
                  15,284,183.84

                   

                	
                  6%

                   

                	
                  2.304415993967%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  IIB-1
                    (component)

                   

                	
                  496,816.16

                   

                	
                  5.5%

                   

                	
                  2.302071099755%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  B-2
                    (composite)

                   

                	
                  6,175,000.00

                   

                	
                  Blended

                   

                	
                  0.901673687575%

                   

                	
                  1.750146544530%

                   

                	
                  February
                    25, 2037

                   

                
	
                  IB-2
                    (component)

                   

                	
                  5,980,599.15

                   

                	
                  6%

                   

                	
                  0.901702602037%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  IIB-2
                    (component)

                   

                	
                  194,400.85

                   

                	
                  5.5%

                   

                	
                  0.900785060579%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  B-3
                    (composite)

                   

                	
                  4,459,000.00

                   

                	
                  Blended

                   

                	
                  0.651103315449%

                   

                	
                  1.100284350574%

                   

                	
                  February
                    25, 2037

                   

                
	
                  IB-3
                    (component)

                   

                	
                  4,318,622.12

                   

                	
                  6%

                   

                	
                  0.651124194734%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  IIB-3
                    (component)

                   

                	
                  140,377.88

                   

                	
                  5.5%

                   

                	
                  0.650461633218%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  B-4
                    (composite)

                   

                	
                  2,744,000.00

                   

                	
                  Blended

                   

                	
                  0.400678963353%

                   

                	
                  0.700369154294%

                   

                	
                  February
                    25, 2037

                   

                
	
                  IB-4
                    (component)

                   

                	
                  2,657,613.61

                   

                	
                  6%

                   

                	
                  0.400691812144%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  IIB-4
                    (component)

                   

                	
                  86,386.39

                   

                	
                  5.5%

                   

                	
                  0.400284081980%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  B-5
                    (composite)

                   

                	
                  2,401,000.00

                   

                	
                  Blended

                   

                	
                  0.350594092934%

                   

                	
                  0.350443357549%

                   

                	
                  February
                    25, 2037

                   

                
	
                  IB-5
                    (component)

                   

                	
                  2,325,411.91

                   

                	
                  6%

                   

                	
                  0.350605335626%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  IIB-5
                    (component)

                   

                	
                  75,588.09

                   

                	
                  5.5%

                   

                	
                  0.350248571733%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  B-6
                    (composite)

                   

                	
                  2,404,551.00

                   

                	
                  Blended

                   

                	
                  0.351112610062%

                   

                	
                  N/A

                   

                	
                  February
                    25, 2037

                   

                
	
                  IB-6
                    (component)

                   

                	
                  2,328,851.12

                   

                	
                  6%

                   

                	
                  0.351123869381%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                
	
                  IIB-6
                    (component)

                   

                	
                  75,699.88

                   

                	
                  5.5%

                   

                	
                  0.350766577846%

                   

                	
                  N/A

                   

                	
                  N/A

                   

                


        

         

        


        
          	 	
                  (1)

                	
                  The
                    initial target-rate class percentages
                    are:

                


        

         

        
          	
                  senior
                    target-rate classes:

                   

                	
                  95.040495231255%

                   

                
	
                  group
                    I senior target-rate classes:

                   

                	
                  95.040336192111%

                   

                
	
                  group
                    II senior target-rate classes:

                   

                	
                  95.045382974889%

                   

                
	
                  subordinated
                    classes:

                   

                	
                  4.959504768745%

                   

                


        

        
          	 	
                  (2)

                	
                  The
                    initial subordination level for the senior classes is
                    4.950051081531%.

                


        

         

        
          	 	
                  (3)

                	
                  The
                    annual interest rates for the first LIBOR
                    accrual period of February 25, 2007 through March 24, 2007 (February
                    1 to
                    February 28 for classes IA-9 and IA-16), the formulas for the
                    annual
                    interest rates for subsequent LIBOR
                    accrual periods, and the maximum and minimum annual interest
                    rates for
                    each LIBOR
                    and inverse LIBOR
                    class are as follows:

                


        

         

        
          	 	 	
                  Annual
                    interest rate

                   

                
	
                  Class

                   

                	
                  LIBOR
                    accrual period beginning date

                   

                	
                  For
                    first accrual period

                   

                	
                  Formula
                    for subsequent accrual periods

                   

                	
                  Maximum
                    

                   

                	
                  Minimum
                    

                   

                
	
                  IA-1

                   

                	
                  25th
                    day of month

                   

                	
                  5.92%

                   

                	
                  LIBOR
                    +
                    0.6%*

                   

                	
                  6%*

                   

                	
                  0.6%

                   

                
	
                  IA-2

                   

                	
                  25th
                    day of month

                   

                	
                  0.08%

                   

                	
                  5.4%
                    -
                    LIBOR

                   

                	
                  5.4%

                   

                	
                  0%

                   

                
	
                  IA-7

                   

                	
                  25th
                    day of month

                   

                	
                  5.87%

                   

                	
                  LIBOR
                    +
                    0.55%*

                   

                	
                  6%*

                   

                	
                  0.55%

                   

                
	
                  IA-8

                   

                	
                  25th
                    day of month

                   

                	
                  0.13%

                   

                	
                  5.45%
                    -
                    LIBOR

                   

                	
                  5.45%

                   

                	
                  0%

                   

                


        


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        


        


        
          	
                  IA-9

                   

                	
                  1st
                    day of month

                   

                	
                  6%**

                   

                	
                  For
                    first 12 distribution days: LIBOR
                    +
                    4.0%**

                   

                  After
                    first 12 distribution days: 6%

                   

                	
                  6%**

                   

                	
                  4%

                   

                
	
                  IA-16

                   

                	
                  1st
                    day of month

                   

                	
                  0%

                   

                	
                  For
                    first 12 distribution days: 2%
                    -
                    LIBOR

                   

                  After
                    first 12 distribution days: 0%

                   

                	
                  2%

                   

                	
                  0%

                   

                


        

         

        
          	 	
                  *

                	
                  Classes
                    IA-1 and IA-7 will benefit from yield maintenance agreements
                    with
                    Credit
                    Suisse International that may provide additional payments to
                    those holders
                    for distribution days for which LIBOR
                    is
                    greater than 5.4% for holders of class IA-1 certificates or 5.45%
                    for
                    holders of class IA-7 certificates. See section 28 “Yield maintenance
                    agreement” below.

                


        

         

        
          	 	
                  **

                	
                  Class
                    IA-9 will benefit from a reserve fund established by the Underwriter
                    to
                    provide additional payments to those holders for the first 12
                    distribution
                    days at an annual rate of 1.5%. Accordingly, the effective interest
                    rate
                    on the class IA-9 certificates for the first distribution day
                    will be 7.5%
                    per annum. See section 28.3, “Reserve fund for class IA-9 certificates”
                    below.

                


        

         

        
          	
                  (4)

                	
                  The
                    notional balance of class IA-2 on any distribution day will equal
                    the
                    principal balance of class IA-1 on that distribution
                    day.

                


        

         

        
          	
                  (5)

                	
                  The
                    notional balance of class IA-8 on any distribution day will equal
                    the
                    principal balance of class IA-7 on that distribution
                    day.

                


        

         

        
          	
                  (6)

                	
                  The
                    notional balance of class IA-14 on any distribution day will
                    equal the
                    principal balance of class IA-13 on that distribution
                    day.

                


        

         

        
          	
                  (7)

                	
                  The
                    notional balance of class IA-16 on any distribution day will
                    equal the
                    principal balance of class IA-9 on that distribution
                    day.

                


        

         

        
          	
                  (8)

                	
                  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.

                


        

         

        
          	
                  (9)

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

                


        

         

        
          	
                  Class
                    IA-IO

                	
                  0.4371797176%

                
	
                  Class
                    IIA-IO

                   

                	
                  0.3830348432%

                   

                


        

        


        12.3 Target
          rate

        The
          annual target
          rates
          for the
          pools are

        pool
          I: 6%

        pool
          II: 5.5%

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

         

        12.4 Ratio-stripped
          IO and PO classes

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

         

        12.5 Loss
          limits

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

         

        12.6 Denominations

        The
          denominations
          of


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

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


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        


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

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

         

        12.8 Right
          to repurchase

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

        · the
          aggregate scheduled principal balance of the mortgage loans is less than
          $68,614,546.93 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 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

            
              

            

          

          
            
            

          

        


         

        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
          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.



        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        


        · 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: 

        
          	
                   

                  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


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        


        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:

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

        First,
          to
          classes IA-4, IA-11 and IA-15, the amounts determined under ‘‘NAS
          classes’’ below.

        Second,
          the
          lesser of 

        · 99.99%
          of
          the amount remaining to be distributed, and

        · $3,677,075

        concurrently
          to classes IA-5, IA-6, IA-10 and IA-13, in proportion to their principal
          balances until their principal balances are reduced to zero.

        Third,
          concurrently,

        · 73.2050595238%
          concurrently to classes IA-1 and IA-7, in proportion to their principal
          balances, until their principal balances are reduced to zero, and

        · 26.7949404762%
          sequentially to classes IA-12 and IA-9, in that order, until their principal
          balances are reduced to zero.


        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        


        Fourth,
          concurrently to classes IA-5, IA-6, IA-10 and IA-13, in proportion to their
          principal balances, until their principal balances are reduced to
          zero.

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

        Sixth,
          concurrently to classes IA-4, IA-11 and IA-15, in proportion to their principal
          balances, until their principal balances are reduced to zero. 

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

        Beginning
          on the subordination depletion date, the priorities stated above will cease
          to
          be in effect, and, except as may otherwise be provided in “Super senior and
          super senior support classes” below, the principal allocation for the senior
          target-rate classes of each group will be allocated to the senior target-rate
          classes of the group in proportion to their principal balances on the preceding
          day.

         

        15.2 NAS
          classes

        Classes
          IA-4, IA-11 and IA-15 are non-accelerated
          senior,
          or
NAS
          classes.


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

        For
          distribution day 61 and after, the principal allocation for each NAS
          class
          will equal the percentage shown below of its proportionate share, based
          on the
          principal balances of its group’s target-rate classes, of scheduled and
          unscheduled principal payments on the related pool’s target-rate strip allocated
          to the group’s target-rate classes for that distribution day.

        
          	
                   

                  distribution
                    day

                	
                   

                  percentage

                
	
                  0
                    -
                    60

                	
                  0%

                
	
                  61
                    - 72

                	
                  30%

                
	
                  73
                    - 84

                	
                  40%

                
	
                  85
                    - 96

                	
                  60%

                
	
                  97
                    - 108

                	
                  80%

                
	
                  109
                    and after

                   

                	
                  100%

                


        

         

        15.3 PAC
          and TAC
          classes

        There
          are
          no planned
          amortization
          (or
PAC) classes.
          

        There
          are
          no targeted
          amortization
          (or
TAC) classes.
          

         

        
          	
                  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
          or
          accrual directed classes.
          

         

        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


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        


        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. 

        (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


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        


        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 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.


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        


        (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.

        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.


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        


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

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

         

        
          	
                  19

                	
                  Additional
                    structuring features

                


        

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

         

        
          	
                  20

                	
                  LIBOR
                    classes

                


        

        Classes
          IA-1, IA-2, IA-7 through IA-9, and IA-16 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 LIBOR
          accrual
          period) on the second business day before the beginning of each LIBOR
          accrual
          period as follows:

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

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

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


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        


        such
          market at such time. If the banks selected by CitiMortgage are not quoting
          such
          rates, LIBOR
          will be
LIBOR
          for the
          preceding LIBOR
          accrual
          period.

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

         

        
          	
                  21

                	
                  Composite
                    and component classes

                


        

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

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

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

         

        
          	
                  22

                	
                  Multiple-pool
                    series

                


        

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

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

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

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

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

         

        22.1 Adjustment
          of subordinated component class principal balances

        On
          each
          distribution day, the aggregate amount of any 

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

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

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

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


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        


        · 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;

        · 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


        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        


        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.

         

        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


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        


        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 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


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        


        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 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


        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        


        supported
          prepayment interest shortfalls will be allocated pro-rata to all the classes
          of
          all the groups, regardless of the pools in which the shortfalls originate.
          

        From
          and
          after the subordination depletion date, 

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

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

         

        
          	
                  23

                	
                  Super
                    senior and super senior support
                    classes

                


        

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

         

        
          	
                  Super
                    senior

                
	
                   

                  class

                	
                  support
                    class

                	
                  support
                    percentage

                	
                  support
                    amount

                
	
                  IA-1

                	
                  IA-11
                    

                	
                  57.58%

                	
                  $7,562,500

                
	
                  IA-4

                	
                  IA-11
                    

                	
                  30.62

                	
                  4,021,875

                
	
                  IA-5

                	
                  IA-6
                    

                	
                  69.70

                	
                  9,063,450

                
	
                  IA-7

                	
                  IA-11
                    

                	
                  1.68

                	
                  220,000

                
	
                  IA-13

                	
                  IA-6
                    

                	
                  30.30

                	
                  3,940,700

                
	
                  IA-15

                	
                  IA-11

                	
                  10.12

                	
                  1,329,625

                


        

         

        After
          the
          subordination depletion date, 

        · losses
          (other than non-subordinated losses) on a target-rate strip that would
          otherwise
          reduce the principal balance of the super senior classes will instead reduce
          the
          principal balance of the super senior support class up to an amount for
          each
          super senior class on each distribution day equal to the related support
          percentage of the balance of the support class and up to an aggregate amount
          for
          each super senior class equal to the related support amount, and

        · a
          principal distribution that would otherwise be made to the super senior
          support
          class IA-11 will instead be made to the related super senior classes, in
          proportion to the support percentages shown, until the principal balance
          of the
          super senior class is reduced to zero. 

        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


        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        


        be
          conducted so as to qualify the Trust Fund, for federal income tax purposes
          as
          three separate constituent
          REMICs
          - the
pooling
          REMIC,
          the
          lower-tier
          REMIC,
          and
          the upper-tier
          REMIC.
          The
          pooling REMIC
          will be
          the applicable
          constituent REMIC
          for
          purposes of section 3.21. 

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

        The
          assets of the lower-tier REMIC
          will
          consist of the class P regular interests described below, the Trustee’s rights
          under any certificate insurance policy and reserve fund, any retail reserve
          fund, and any assets in the lower-tier REMIC
          account
          described below. Classes IA-3 through IA-6, IA-10 through IA-12, IA-15,
          IIA-1,
          and B-1 through B-6, and any class L regular interests described below,
          are
          designated as the regular interests in the lower-tier REMIC.
          Class LR
          is designated as the residual interest in the lower-tier REMIC.

        The
          assets of the upper-tier REMIC
          will
          consist of any class L regular interests described below, and any assets
          in the
          upper-tier REMIC
          account
          described below. Classes IA-1, IA-2, IA-7 through IA-9, IA-13, IA-14, and
          IA-16
          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
          four uncertificated class
          P regular interests,
          each
          designated as “CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC
          Pass-Through Certificates,” and further individually designated as
          a

        · “PI-M
          regular interest,”

        · “PI-Q
          regular interest,” 

        · “PII-M
          regular interest,” and

        · “PII-Q
          regular interest.” 

        There
          are
          four uncertificated class
          L regular interests,
          designated as “CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC
          Pass-Through Certificates,” and further designated as the “LI-1 regular
          interest,” the LI-7 regular interest,” the “LI-9 regular interest,” and the
“LI-13 regular interest.”

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

         

        
          	
                  Regular
                    interest

                   

                	
                  initial
                    principal (or notional) balance

                   

                	
                  certificate
                    rate (per annum)

                   

                
	
                  PI-M

                   

                	
                  $
                    3,289.528176

                   

                	
                  6%

                   

                
	
                  PI-Q

                   

                	
                  663,252,992.231824

                   

                	
                  6

                   

                
	
                  PII-M

                   

                	
                  106.926924

                   

                	
                  5.5

                   

                
	
                  PII-Q

                   

                	
                  21,581,162.313076

                   

                	
                  5.5

                   

                
	
                  LI-1

                   

                	
                  125,000,000.00

                   

                	
                  6

                   

                
	
                  LI-7

                   

                	
                  15,000,000.00

                   

                	
                  6

                   

                
	
                  LI-9

                   

                	
                  30,926,000.00

                   

                	
                  6

                   

                
	
                  LI-13

                   

                	
                  78,033,000.00

                   

                	
                  6

                   

                


        

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


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        


         

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

        On
          each
          distribution day,

        · the
          class
          LI-1 regular interest will receive a principal distribution, or allocation
          of
          the principal portion of realized losses, equal in the aggregate to the
          principal distribution, or allocation of the principal portion of realized
          losses, for that day, on class IA-1, 

        · the
          class
          LI-7 regular interest will receive a principal distribution, or allocation
          of
          the principal portion of realized losses, equal in the aggregate to the
          principal distribution, or allocation of the principal portion of realized
          losses, for that day, on class IA-7, 

        · the
          class
          LI-9 regular interest will receive a principal distribution, or allocation
          of
          the principal portion of realized losses, equal in the aggregate to the
          principal distribution, or allocation of the principal portion of realized
          losses, for that day, on class IA-9, and

        · the
          class
          LI-13 regular interest will receive a principal distribution, or allocation
          of
          the principal portion of realized losses, equal in the aggregate to the
          principal distribution, or allocation of the principal portion of realized
          losses, for that day, on class IA-13.

        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, 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.)


        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        


        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 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


        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        


        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 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


        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        


        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 Treas-ury Regulations § 1.860F-4(d) and tem-porary Treasury
          Regulations § 301.-6231-(a)-(7)-1T.

         

        
          	
                  28

                	
                  Yield
                    maintenance agreement
                    and IA-9 reserve fund

                


        

         

        28.1 Yield
          maintenance agreement

        Classes
          IA-1 and IA-7 are classes of yield
          protected certificates.

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

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

        Under
          the
          yield maintenance agreement, the yield maintenance provider will make
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 yield maintenance
          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

                
	
                  IA-1

                	
                  5.4%

                	
                  3.5%

                
	
                  IA-7

                	
                  5.45%

                	
                  3.5%

                


        

         

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

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

        Now
          suppose that for a distribution day, LIBOR
          is
          6.3% and the actual principal balance of the class is $2 million, and that
          under
          a yield maintenance agreement for the class, the maximum protection percentage
          is 3%, and the assumed principal balance for the distribution day is $1.6
          million. Accordingly, the class will receive a yield maintenance payment
          equal
          to


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        


        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 the 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 the Underwriter. Thereafter, any payments resulting from the yield
          maintenance agreement for the class will be paid to the
          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 the 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.

         

        28.2 Reserve
          fund for class IA-9 certificates

        The
          Underwriter has established a reserve fund (the IA-9
          reserve fund)
          of
          $463,890 with the Paying Agent for the benefit of holders of the class
          IA-9
          certificates. For the first 12 distribution days only, the Paying Agent
          will pay
          to holders of such certificates from the IA-9 reserve fund an additional
          1.5%
          per annum interest on the principal balance of their certificates. Promptly
          following the 12th distribution day, the Paying Agent will pay any amounts
          remaining in the IA-9 reserve fund to the Underwriter. Any fees or charges
          agreed upon by the Underwriter and the Paying Agent for the
          establishment


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        


        and
          operation of the IA-9 reserve fund will be paid by the Underwriter, and
          may not
          be charged against the IA-9 reserve fund. 

        
                
            The IA-9 reserve fund will be an investment account. The Paying Agent
            may accept
            instructions from the Underwriter as to the investment of funds in the
            IA-9
            reserve fund in eligible investments in accordance with section 3.19
            (except as
            modified by this section 28.2) and the other provisions of this agreement.
            In
            the absence of such instructions, funds in the IA-9 reserve fund may
            not be
            invested. Investment income on the IA-9 reserve fund will be the property
            of the
            Underwriter, and will not be deposited in the certificate account. Any
            losses on
            such investments may be offset against income on such investments, but
            may not
            be charged to the certificate account or against the initial deposit
            in the
            reserve fund.

           

        

        28.3 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, and the right of the class IA-9 certificates
            to
            receive payments from the IA-9 reserve fund, as a grantor trust for federal
            income tax purposes. The yield maintenance agreement, the yield maintenance
            reserve fund, the IA-9 reserve fund, and the right of the IA-9 certificates
            to
            receive payments from the IA-9 reserve fund are not assets of any
            REMIC.. 

        

        CitiMortgage
          will treat 

        · the
          holders of the yield protected certificates as the beneficial owners of
          the
          right to receive payments under the yield maintenance agreement and the
          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,
          and

        · the
          holders of the class IA-9 certificates as the beneficial owners of the
          right to
          receive payments from the IA-9 reserve fund, and the Underwriter as the
          beneficial owner of the IA-9 reserve fund. The Underwriter will be taxable
          on
          any income on the IA-9 reserve fund.

        Based
          on
          information provided annually by CitiMortgage with respect to the yield
          protected certificates and the class IA-9 certificates, CitiMortgage will
          report
          annually to the holders of the yield protected certificates and the class
          IA-9
          certificates and to the IRS
          (as
          attachments to Form 1041 or other applicable form) their allocable shares
          of
          income and expense with respect to 

        · for
          the
          yield protected certificates, their right to receive payments under the
          yield
          maintenance agreement under the rules applicable to notional principal
          contracts, taking into account the portion of the original issue price
          of the
          yield protected certificates allocable to their right to receive payments
          under
          the yield maintenance agreement, and treating each holder of yield protected
          certificates as if it were an original holder, and 

        · for
          the
          class IA-9 certificates, their right to receive payments from the IA-9
          reserve
          fund under the rules applicable to debt instruments, and treating each
          holder of
          class IA-9 certificates as if it were an original holder.

        CitiMortgage
          will not vary the investment of the holders of the yield protected certificates
          or the class IA-9 certificates to take advantage of variations in market
          rates
          of interest to improve their rates of return.

         

        
          	
                  29

                	
                  Notice
                    addresses

                


        

        Notices
          should be sent:

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

        To
          CMSI
          at
          Citicorp Mortgage Securities, Inc., 1000 Technology Drive,
          O’Fallon,


        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        


        Missouri
          63368, Attention: Daniel P. Hoffman.

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

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

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

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

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

        To
          the
          Mortgage Document Custodian at Citibank, N.A., 5280 Corporate Drive, M/C
          0005,
          Frederick, Maryland 21703, Attention: Loretta Badgett. 

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

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

         

        
          	
                  30

                	
                  Initial
                    Depositories

                


        

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

        


         

        


        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        


        STANDARD
          TERMS

         

        1 Definitions
          and usages

         

        1.1 Defined
          terms

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

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

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

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

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

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

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

        Bankruptcy
          Code:
          The
          United States Bankruptcy Code of 1978.

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

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

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


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        


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

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

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

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

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

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

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

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

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

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

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


        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        


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

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

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

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

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

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

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

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

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

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

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

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

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


        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        


        servicing
          obligations pursuant to section 4.5.

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

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

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

        Eligible
          Account:
          Either


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

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

        · whose
          deposits are insured by the FDIC,
          

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

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

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

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

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

        ERISA:
          The
          Employee Retirement Income Security Act of 1974.

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

        Exchange
          Act:
          The
          Securities Exchange Act of 1934.

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

        FDIC:
          The
          Federal Deposit Insurance Corporation.

        Fitch:
          Fitch
          Ratings.

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


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


        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        


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

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


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

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

        GIC:
          A
          guaranteed investment contract or surety bond.

        GNMA:
          the
          Government National Mortgage Association.

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

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

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

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

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

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

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

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

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

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

        insurance
          proceeds:
          Proceeds of 

        · a
          primary
          mortgage insurance policy,

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

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


        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        


        Internal
          Revenue Code:
          The
          Internal Revenue Code of 1986.

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

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

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

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

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

        liquidated
          loan:
          A
          mortgage loan for which 

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

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

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


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

        · the
          net
          liquidation proceeds for the mortgage loan.

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

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

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


        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        


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

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

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

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

        month:
          A
          calendar month.

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

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

        mortgage
          documents:
          All
          documents contained in the mortgage file.

        mortgage
          file:
          The
          mortgage documents listed in section 2.1 pertaining to a particular mortgage
          loan and any additional documents required to be added to such documents
          pursuant to this agreement.

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

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

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

        Mortgage
          Note Custodian:
          The
          Mortgage Document Custodian is also designated by CMSI
          as the
          Mortgage Note Custodian. At any time that the rating agencies’ respective rating
          of Citigroup Inc.’s long-term senior debt is below the respective rating
          assigned by each such rating agency to the certificates, the Mortgage Note
          Custodian may not be an affiliate of CMSI.

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

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

        mortgagor:
          The
          obligor on a mortgage note.

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

        net
          liquidation proceeds:
          For a
          period, the aggregate amount of liquidation proceeds for a liquidated loan,
          net
          of related


        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        


        liquidation
          expenses not previously recovered. 

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

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

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

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

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

        non-supported
          prepayment interest shortfall:
          For a
          distribution day and a class (other than a PO class), the class’s 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,


        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        


        B-4,
          B-3,
          B-2 and B-1, followed by the senior classes.

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

        · the
          sales
          price of the mortgaged property and 

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

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

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

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

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

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

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

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

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


        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        


        direction,
          notice, consent or waiver hereunder. Certificates so owned that have been
          pledged in good faith may be regarded as outstanding if the pledgee establishes
          to the satisfaction of the Trustee the pledgee’s right so to act with respect to
          such certificates and that the pledgee is not CMSI
          or any
          other obligor upon the certificates or any affiliate of CMSI
          or such
          other obligor.

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

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

        Participant:
          A
          participating organization in the Clearing Agency.

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


        
          	
                  ·

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

                


        

        
          	
                  ·

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

                


        

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

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

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

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

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

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

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

        pool:
          A pool
          of mortgage loans.


        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        


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

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

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

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

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

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

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

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

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

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

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

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

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

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

        (a) be
          an
          obligation of an insurance company, trust company, commercial
          bank


        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        


        (which
          may be Citibank, N.A. or a Citibank banking affiliate) or other entity
          whose
          credit standing is confirmed in writing as acceptable by each rating
          agency;

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

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

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

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

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

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

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

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

        (c) in
          connection with the registration of any Eligible Investment in the name
          of the
          nominee, all requirements under applicable governmental regulations necessary
          to
          effect a valid registration of transfer of such Eligible Investment are
          complied
          with as evidenced to the Trustee and the Paying


        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        


        Agent
          upon its request by an opinion of counsel.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        Required
          Amount of Certificates:
          (i) 2/3
          or more of the aggregate voting interest of the outstanding certificates,
          if
          affected by the


        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        


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

        Responsible
          Officer
          of the
          Trustee means an officer who is employed in the Corporate Trust Department
          or a
          similar group for the Trustee with direct responsibility for the administration
          of this agreement.

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

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

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

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

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

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

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

        Securities
          Act:
          The
          Securities Act of 1933.

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

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

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

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

        special
          hazard loss:
          (i) A
          liquidated loan loss suffered by a mortgaged property on account of direct
          physical loss, exclusive of (a) any loss covered by a hazard policy or
          a


        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        


        flood
          insurance policy maintained for the mortgaged property pursuant to section
          3.11,
          and (b) any loss caused by or resulting from:

        (1) normal
          wear and tear;

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

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

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

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

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

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

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

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

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

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

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

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

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



        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

        


        third-party
          servicing fee:
          For any
          month, a fee for each third-party mortgage loan equal to the lesser of
          (a) the scheduled principal balance of the mortgage loan as of the close of
          business on the first day of the month, multiplied by the relevant monthly
          third-party servicing fee rate, and (b) the excess of the interest payment
          received on the mortgage loan for the month (including interest payments
          included in liquidation or insurance proceeds) over the amount of the interest
          payment to be deposited in the certificate account. 

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

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

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

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

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

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

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

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

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


        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

        


        United
          States is able to exercise primary supervision over the administration
          of such
          trust, and one or more such U.S. persons have the authority to control
          all
          substantial decisions of such trust (or, to the extent provided in applicable
          Treasury regulations, certain trusts in existence on August 20, 1996 which
          are
          eligible to elect to be treated as U.S. persons).

         

        1.2 Usages

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

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

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

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

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

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

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

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

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

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

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

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

         

        1.3 Calculations
          respecting mortgage loans

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

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


        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

        


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

         

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

         

        2.1 Transfer
          of mortgage loans

        (a) CMSI,
          as of
          the closing date, hereby transfers and assigns to the Trustee, without
          recourse,
          all of CMSI’s
          right,
          title and interest in and to 

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

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

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

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

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

        (b) The
          Trustee and CitiMortgage have entered into a Mortgage
          Document Custodial Agreement
          substantially in the form of exhibit C with the Mortgage
          Document Custodian
          named in
          section 12.1. The Mortgage Document Custodian will hold the mortgage documents
          in trust for the Trustee and the benefit of the Trustee, any Insurer and
          all
          present and future certificate holders. The Mortgage Document Custodian
          may be
          the Trustee, any affiliate of the Trustee, an affiliate of CMSI,
          or an
          independent entity. 

        The
          Trustee may at any time remove the initial or any successor Mortgage Document
          Custodian, and enter into a Mortgage Document Custodial Agreement substantially
          in the form of exhibit C hereto pursuant to which the Trustee appoints
          a
          successor Mortgage Document Custodian to hold the Mortgage Documents in
          trust
          for the Trustee and the benefit of the Trustee, all present and future
          certificate holders, and any Insurer, which Agreement may provide that
          the
          Mortgage Document Custodian shall conduct the review of each Mortgage File
          required under the first paragraph of section 2.3(b), except that, if the
          Mortgage Document Custodian so appointed is CMSI
          or an
          affiliate of CMSI,
          the
          Trustee may conduct such review.

        (c) CMSI
          will on
          or before the closing date deliver to the Mortgage Document


        
          
            
            

          

          
            53

            
              

            

          

          
            
            

          

        


        Custodian
          on behalf of the Trustee to be held in trust the following documents or
          instruments for each mortgage loan (other than mortgage loans secured by
          shares
          in a cooperative housing corporation) (except to the extent CMSI
          is
          complying with section 2.1(f)):

        (i) The
          mortgage note, endorsed by manual or facsimile signature without recourse
          by the
          Originator or an affiliate of the Originator in blank or to the Trustee
          showing
          a complete chain of endorsements from the named payee to the Trustee or
          from the
          named payee to the affiliate of the Originator and from such affiliate
          to the
          Trustee, except that endorsement is not required where Mortgage Electronic
          Registration Systems, Inc. (MERS)
          is the
          named payee or the nominee of the named payee.

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

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

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

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

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

        (d) CMSI
          will on
          or before the closing date deliver to the Mortgage Document Custodian on
          behalf
          of the Trustee to be held in trust the following documents or instruments
          for
          each mortgage loan secured by shares in a cooperative housing corporation
          (except to the extent CMSI
          is
          complying with section 2.1(f)):

        (i) The
          mortgage note, endorsed by manual or facsimile signature without recourse
          by the
          Originator or an affiliate of the Originator in blank or to the Trustee
          showing
          a complete chain of endorsements and assignments from the named payee to
          the
          Trustee or from the named payee to the affiliate of the Originator and
          from such
          affiliate to the Trustee.

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


        
          
            
            

          

          
            54

            
              

            

          

          
            
            

          

        


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

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

        (v) The
          original stock power executed in blank.

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

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

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

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

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

        (e) CMSI
          will,
          on
          or before the closing date, deposit in the certificate account 

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

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

        (f) If
          CMSI
          is
          required under this section 2.1 to deliver an original recorded mortgage
          or a
          completed assignment in recordable form to the Mortgage Document Custodian
          by
          the closing date, but cannot do so because of a delay in recording the
          mortgage,
CMSI
          may
          instead

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

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


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

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

        If
          CMSI
          cannot
          deliver the original or a copy of a title insurance policy (which may be
          a
          certificate relating to a master policy of title insurance) for a mortgaged
          property to the Mortgage Document Custodian by the closing date because
          the
          policy is not yet available, CMSI
          may
          instead deliver a


        
          
            
            

          

          
            55

            
              

            

          

          
            
            

          

        


        binder
          for the policy, and deliver the original or a copy of the policy to the
          Trustee
          when available. 

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

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

        CMSI
          will, at
          its own expense, record any UCC-3 financing statements not previously recorded,
          and will supply the Mortgage Document Custodian with evidence of the
          recordation. CMSI
          intends
          to effect recordation in the appropriate public office as soon as practicable
          after the initial issuance of the certificates.

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

        (g)
          Concurrently with the transfer and assignment to the Trustee of the mortgage
          loans, the Trustee or the Authenticating Agent will, in accordance with
          a
          written order or request signed in CMSI’s
          name
          by an Authorized Officer, authenticate and deliver to or upon CMSI’s
          order,
          duly authenticated certificates in authorized denominations evidencing
          the
          entire ownership of the Trust Fund. The Trustee acknowledges that to the
          extent
          it holds any class P or class L regular interests, it holds such regular
          interests as assets of the lower-tier or upper-tier REMIC,
          as
          described in the Series Terms.

        (h)
          CMSI
          and the
          Trustee agree and understand that it is not intended that any mortgage
          loan be
          included in the Trust that is a “High-Cost Home Loan,” as defined in either the
          Indiana High Cost Home Loan Law, effective January 1, 2005, the New Jersey
          Home
          Ownership Security Act of 2002, effective November 27, 2003, or the New
          Mexico
          Home Loan Protection Act, effective January 1, 2004, or a “high cost home
          mortgage loan,” as defined in the Massachusetts Predatory Home Loan Practices
          Act, effective November 9, 2004.


        
          
            
            

          

          
            56

            
              

            

          

          
            
            

          

        


         

        2.2 CMSI’s
          representations and warranties 

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

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

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

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


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

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

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

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

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

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

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

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

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

        (ix) Each
          mortgage at the time it was originated complied in all material respects
          with
          applicable state, local and federal laws, including, without limitation,
          all
          applicable usury, equal credit opportunity, recording, disclosure and predatory
          lending laws. No mortgage loan is a
          high
          cost loan under the predatory lending law of any jurisdiction in which
          a
          mortgaged property is located, no mortgage loan is a “High Cost Loan” or
“Covered Loan,” as such terms are defined


        
          
            
            

          

          
            57

            
              

            

          

          
            
            

          

        


        in
          the
          current version of Standard & Poor’s LEVELS® Glossary, (Version 5.7 Revised,
          Appendix E), and no mortgage loan originated on or after October 1, 2002
          through
          March 6, 2003 is governed by the Georgia Fair Lending Act; 

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

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

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

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

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

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

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

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

        (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


        
          
            
            

          

          
            58

            
              

            

          

          
            
            

          

        


        mortgage
          loan substituted for a nonconforming mortgage loan pursuant to section
          2.4) (a
material
          breach).

        (b)
          Pursuant to the Mortgage Document Custodial Agreement, the Mortgage Document
          Custodian will review each mortgage file within 90 days after the closing
          date
          to ascertain that all required documents have been executed, received and
          recorded, if applicable, and that such documents relate to the mortgage
          loans
          identified in exhibit B. If the Mortgage Document Custodian finds that
          a
          document in a mortgage file is missing or materially defective, the Mortgage
          Document Custodian will promptly notify CitiMortgage and CMSI
          by
          e-mail.

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

        If
          CMSI
          is
          notified by the Mortgage Document Custodian that the documentation for
          a
          mortgage loan is defective, CMSI
          will
          have 180 days after the notice to cure the breach in all material respects,
          or
          to repurchase the mortgage loan or substitute eligible substitute mortgage
          loans, as provided in this section 2.3, except that CMSI
          will
          only have 90 days after the notice to cure, cure, repurchase, or substitute
          if
          the defect causes the mortgage loan to fail to be a “qualified mortgage” under
          Internal Revenue Code section 860G(a)(3).

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

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

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

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

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

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

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


        
          
            
            

          

          
            59

            
              

            

          

          
            
            

          

        


        (i) no
          Event
          of Default is continuing; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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


        
          
            
            

          

          
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        3 Servicing

         

        3.1 CitiMortgage
          as servicer and master servicer

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

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

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

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

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

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

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

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

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

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


        
          
            
            

          

          
            61

            
              

            

          

          
            
            

          

        


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

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

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

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

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

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

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

         

        3.2 Collections 

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

        
          	
                  ·

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

                


        

        
          	
                  ·

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

                


        

        Consistent
          with the foregoing, CitiMortgage may 

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

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

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


        
          
            
            

          

          
            62

            
              

            

          

          
            
            

          

        


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

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

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

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

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

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

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

        · all
          hazard insurance proceeds;

        · any
          advance account advance; 

        · any
          loss
          recoveries; and

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

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

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

        · restate
          its accounts appropriately.

        CitiMortgage
          need not deposit in the certificate account 

        
          	
                  ·

                	
                  amounts
                    required to be deposited into the servicing account,
                    

                


        

        
          	
                  ·

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

                


        

        
          	
                  ·

                	
                  collected
                    prepayment charges, late payment charges, assumption fees and
                    other
                    similar charges, which CitiMortgage may retain as additional
                    servicing
                    compensation, and 

                


        

        
          	
                  ·

                	
                  reimbursements
                    of property protection expenses,

                


        

        received
          on affiliated mortgage loans.

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

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


        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        


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

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

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

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

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

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

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

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


        
          
            
            

          

          
            64

            
              

            

          

          
            
            

          

        


        or
          payments from the custodial accounts for P&I.

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

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

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

        · liquidation
          proceeds on a third-party mortgage loan.

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

         

        3.4 Prepayment
          interest shortfalls

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

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

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

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

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

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

         

        3.5 Advances

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


        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        


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

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

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

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

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

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

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

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

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

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


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


        
          
            
            

          

          
            66

            
              

            

          

          
            
            

          

        


        deposit
          into the distribution account an affiliated
          Paying Agent advance
          equal to


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

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

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


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

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

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

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

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

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

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


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


        
          
            
            

          

          
            67

            
              

            

          

          
            
            

          

        


        will,
          by
          notice to the Paying Agent, elect whether CitiMortgage will advance part
          or all
          of any postponed payments under such legislation. CitiMortgage will make
          a
          separate election for each state or locality that adopts such legislation.
          To
          the extent CitiMortgage elects not to advance part or all of such postponed
          payments, the Paying Agent will not have any obligation to advance such
          payments.

         

        3.6 Distributions

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

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

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

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

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

        · if
          such
          funds are available, (A) a final distribution will be made on that distribution
          day, but only upon presentation and surrender of the certificate at the
          office
          or agency of the Paying Agent maintained for that purpose pursuant to 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 


        
          
            
            

          

          
            68

            
              

            

          

          
            
            

          

        


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

        
          	
                  ·

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


                


        

        
          	
                  ·

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

                


        

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

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

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

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

        · the
          pool
          distribution amount;

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

        · the
          principal allocation for each class;

        · the
          principal distribution for each class;

        · any
          ratio-stripped PO class reimbursement;

        · any
          insurance premium; and

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

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

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

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

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


        
          
            
            

          

          
            69

            
              

            

          

          
            
            

          

        


        expected
          to be available in the certificate account;

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

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

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

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

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

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

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

        
          	
                  ·

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


                


        

        
          	
                  ·

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

                


        

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

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

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

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

         

        3.7 Third-party
          servicing

        (a)
          Third-party
          servicing fee.
          As
          compensation for its activities under its third-party servicing agreements,
          each
          third-party servicer will be entitled to a third-party servicing fee for
          each
          third-party mortgage loan as to which a monthly installment of principal
          and
          interest is received equal to the monthly third-party servicing fee rate
          for the
          mortgage loan multiplied by the scheduled 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


        
          
            
            

          

          
            70

            
              

            

          

          
            
            

          

        


        may
          not
          exceed the per annum rate specified as the third-party servicing fee rate
          on
          schedule B-TP to exhibit B under the heading “Sub Fee.”

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

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

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

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

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

         

        3.8 Permitted
          withdrawals from certificate account

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

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

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


        
          
            
            

          

          
            71

            
              

            

          

          
            
            

          

        


        mortgagors
          on military service under applicable moratorium legislation;

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

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

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

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

        (ix)
          transfers to the distribution account; 

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

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

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

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

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

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


        
          
            
            

          

          
            72

            
              

            

          

          
            
            

          

        


        the
          Trust
          Fund (other than the obligation to make principal and interest distributions
          on
          the certificates) including those set forth in section 8.5, “Trustee’s fees and
          expenses.” To the extent such expenses, liabilities or obligations consist of
          federal income taxes, including, without limitation, prohibited transaction
          taxes, taxes on net income from foreclosure property and taxes on certain
          contributions to a REMIC
          after
          the startup day, nothing will prevent CitiMortgage from contesting any
          such tax,
          if permitted by law, pending the outcome of such proceedings. 

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

         

        3.10 Primary
          mortgage insurance 

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

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

         

        3.11 Hazard
          insurance

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

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

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

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

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

        · 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. 

        Net
          REO
          proceeds
          received in any month will be deemed to have been received
          first


        
          
            
            

          

          
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        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 agrees to indemnify and hold harmless each constituent REMIC
          against
          the imposition of such taxes.


        
          
            
            

          

          
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        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 Document Custodian to release the related
          mortgage documents to CitiMortgage. 

        For
          the
          servicing or foreclosure of any mortgage loan, including collection under
          a
          primary mortgage insurance policy, the Trustee will, upon CitiMortgage’s request
          and its delivery to the Trustee of a receipt signed by a Servicing Officer,
          direct the Mortgage Document Custodian to release the related mortgage
          documents
          to CitiMortgage. The Trustee will execute such documents furnished it as
          are
          necessary to the prosecution of any such proceedings.


        
          
            
            

          

          
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        The
          receipt will obligate CitiMortgage to return the mortgage documents to
          the
          Mortgage Document Custodian when CitiMortgage no longer needs them, unless
          the
          mortgage loan has been prepaid or liquidated in the interim, in which case,
          upon
          receipt of a Servicing Officer certification similar to that described
          in the
          first paragraph of this section, the Trustee will release the receipt to
          CitiMortgage.

        (b)
          CitiMortgage will record any instrument of satisfaction of the mortgage
          executed
          by it if required by applicable law, and deliver it to the person entitled
          thereto. CitiMortgage may not withdraw any expenses incurred in connection
          with
          the instrument of satisfaction from the certificate account. 

         

        3.14 Reports
          to certificate holders and others

        (a) On
          or before each distribution day, CitiMortgage will deliver to each certificate
          and residual certificate holder, any Insurer, the Trustee, the Paying Agent,
          each rating agency and each Underwriter, a distribution
          report
          setting
          forth for that distribution day: 

        (i)
          for
          each pool, the pool distribution amount;

        (ii)
          for
          each outstanding class, the interest distribution for a single
          certificate;

        (iii)
          for
          each outstanding class, the principal distribution for a single certificate,
          net
          of any deductions for reimbursements to PO classes;

        (iv)
          for
          each outstanding PO class, the amount of any reimbursements from the
          subordinated classes;

        (v)
          for
          each outstanding class, the distribution of loss recoveries for a single
          certificate;

        (vi)
          for
          each outstanding class, the principal or notional balance of a single
          certificate, and the aggregate principal or notional balance of the class,
          after
          giving effect to the distributions on the distribution day;

        (vii)
          for
          each outstanding class, any increase or decrease in principal or notional
          balance of a single certificate since the preceding distribution day (including
          for each outstanding accrual class, the amount of any accrued interest
          added to
          the principal balance of a single certificate), after giving effect to
          the
          distributions on the distribution days;

        (viii)
          for each outstanding class, any decrease in principal balance of a single
          certificate that is not the result of a principal distribution;

        (ix)
          for
          each outstanding target-rate class, its target-rate class percentage and,
          for a
          multi-pool series, its group target rate class percentage; 

        (x)
          for
          each pool, the percentage of unscheduled principal payments on the pool‘s
          target-rate strip allocated on the distribution day to the related group’s
          senior target-rate classes. 

        (xi)
          for
          each outstanding class, any interest allocation carryforward applicable
          to the
          next succeeding distribution day;

        (xii)
          the
          collected servicing fee and master servicing fee for the month preceding
          the
          month of the distribution day, as reduced, for the servicing fee, by the
          amount
          of any deposits by CitiMortgage under section 3.4 for prepayment interest
          shortfalls;

        (xiii)
          for each outstanding insured class, the amount of any premiums paid to
          an
          Insurer out of remittances for the month preceding the distribution day,
          and any
          amount to be paid by an Insurer to holders of single certificates on the
          distribution day;

        (xiv)
          for
          each pool and for the series, the aggregate amount of remittances received
          from
          the first day of the month preceding the month in which the distribution
          day


        
          
            
            

          

          
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        occurs
          through the first day of the following month;

        (xv)
          for
          each pool and for the series, any servicing account advances, voluntary
          and
          third-party servicer advances calculated as of the determination date,
          Paying
          Agent advances, advance account advances, uncommitted cash advances and
          any
          other amounts charged thereto for the applicable distribution day;

        (xvi)
          for
          each pool and for the series, reimbursement for the distribution day of
          any
          servicing account advances, voluntary advances, third-party servicer advances,
          Paying Agent advances, advance account advances, and uncommitted cash advances
          for any prior distribution day;

        (xvii)
          for each pool and for the series, the aggregate scheduled principal balance
          of
          the mortgage loans as of the last day of the month preceding the month
          of the
          distribution, after giving effect to payments on the mortgage loans due
          on the
          related first day of the month and principal prepayments distributed on
          the
          distribution day;

        (xviii)
          for each pool and for the series, the weighted average mortgage interest
          rate
          (before deduction of the servicing fee) and the weighted average remaining
          term
          to stated maturity, after giving effect to distributions on the distribution
          day;

        (xix)
          for
          each pool and for the series, the number and aggregate principal balance
          of
          mortgage loans delinquent 30 days and 60 or more days (as determined by
          CitiMortgage under the Mortgage Bankers Association method); 

        (xx)
          for
          each pool and for the series, the book value of any REO
          property; and

        (xxi)
          any
          other information required for a distribution report on Form 10-D under
          the
          federal securities laws. 

        The
          distribution report will provide appropriate introductory and explanatory
          information to introduce any material terms, parties or abbreviations used,
          and
          shall state the applicable record, determination and distribution dates.
          CitiMortgage will determine the format of the distribution report, and
          may
          include additional information relating to the series if CitiMortgage believes
          such information may be material to certificate holders.

        CitiMortgage
          will provide certificate holders that are federally insured savings and
          loan
          associations with certain reports, and will provide access to information
          and
          documentation regarding the mortgage loans included in the Trust Fund,
          sufficient to permit such associations to comply with applicable regulations
          of
          the Office of Thrift Supervision.

        Any
          report required by this subsection (a) to be delivered to any person will
          be
          deemed delivered when it is posted to CitiMortgage’s website, www-.citimortgagembs.-com,
          or to
          any other website of which CitiMortgage gives
          prior notice to the person, and the person can access the statement or
          report on
          the website without paying an additional charge or subscription
          fee.

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

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


        
          
            
            

          

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

        (e) CitiMortgage
          will provide to any Insurer each notice, report, opinion or other written
          item
          (other than mortgage documents) delivered pursuant to the penultimate paragraph
          of section 2.3 and sections 2.4, 3.5, 3.6, 3.14(a), 3.19, 3.21, 3.22, 4.3,
          4.4,
          8.8, 9.1, 10.1, and 11.2.

        (e)
          In
          addition to other reports required under this section 3.14, CitiMortgage
          shall
          make available upon request to each holder and each proposed transferee
          of a B-4
          through B-6 certificate any additional information required to permit the
          proposed transfer to be effected pursuant to Rule 144A under the Securities
          Act.

         

        3.15 Tax
          returns and reports 

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

        (b)
          CitiMortgage will prepare and file with the Internal Revenue Service and
          applicable state or local tax authorities income tax or information returns
          for
          each taxable year for each constituent REMIC,
          and will
          furnish to certificate holders the schedules, statements or information,
          as
          required by the Internal Revenue Code or state or local tax laws, regulations
          or
          rules. 

        Within
          30
          days of the startup day, CitiMortgage will furnish to the Internal Revenue
          Service, on Form 8811 or as otherwise required by the Internal Revenue
          Code, the
          name, title, address, and telephone number of the person that certificate
          holders may contact for tax information relating to the REMICs,
          together with any additional information required by the Form, and will
          update
          such information as required by the Internal Revenue Code. Income tax or
          information returns will be signed by the Trustee or any other person required
          to sign the returns by the Internal Revenue Code or state or local tax
          laws,
          regulations or rules.

        (c)
          In
          the first federal income tax return for each constituent REMIC
          for its
          short taxable year ending December 31 in the year in which the startup day
          occurs, REMIC
          status
          will be elected for that taxable year and all succeeding taxable
          years.

        (d)
          CitiMortgage will maintain records relating to each constituent REMIC,
          including its income, expenses, assets and liabilities, and the adjusted
          basis
          of its property as required by the Internal Revenue Code, or as necessary
          to
          prepare the foregoing returns, schedules, statements or
          information.

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

         

        3.16 Application
          of buydown funds 

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


        
          
            
            

          

          
            79

            
              

            

          

          
            
            

          

        


        the
          buydown account in immediately available funds an amount equal to interest
          at
          the rate per annum specified in the buydown agreement compounded monthly
          on the
          buydown funds for each buydown mortgage loan.

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

         

        3.17 Assumption
          and modification agreements 

        If
          a
          mortgagor transfers a mortgaged property that is subject to an enforceable
          due-on-sale clause, CitiMortgage will accelerate the maturity of the mortgage
          loan to the extent permissible, unless CitiMortgage reasonably believes
          that the
          due-on-sale clause is not enforceable. 

        If
          CitiMortgage reasonably believes that the mortgaged property is not subject
          to
          an enforceable due-on-sale clause, or that enforcement will adversely affect
          primary mortgage insurance coverage, CitiMortgage may enter into an assumption
          and modification agreement with the transferee of the mortgaged property,
          pursuant to which both the transferee and the original mortgagor will be
          liable
          on the mortgage loan, provided
          that


        · the
          mortgage loan as assumed or modified meets the requirements set forth in
          this
          agreement for mortgage loans initially included in the Trust Fund, 

        · the
          mortgage loan continues to be covered by any related primary mortgage insurance
          and hazard insurance policy, and 

        · no
          principal, interest or other payment on the mortgage loan is reduced or
          postponed.

        CitiMortgage
          will forward an original of each assumption and modification agreement
          to the
          Mortgage Document Custodian (with a copy to the Trustee) to be added to
          the
          related mortgage file, and the agreement will be considered a part of the
          mortgage file for all purposes to the same extent as all other documents
          and
          instruments that are part of the mortgage file. Any fee collected by
          CitiMortgage for entering into such an agreement will be retained by
          CitiMortgage as additional servicing compensation.

         

        3.18 Refinancings
          and curtailments; loan modifications

        (a)
          In
          addition to waivers and arrangements permitted by section 3.2, CitiMortgage
          may
          refinance affiliated or third-party mortgage loans if the refinancing arises
          out
          of a mortgagor’s request for a refinancing, modification, or other relief from
          the provisions of the mortgage loan.

        On
          the
          business day preceding the distribution day in the month following the
          effective
          date of the refinancing of a mortgage
          loan pursuant to this section, CitiMortgage will deposit into the certificate
          account the amount of the prepayment in


        
          
            
            

          

          
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        full
          of
          the mortgage loan (net of all voluntary advances and Paying Agent advances
          for
          the mortgage loan, which will be reimbursed to the Paying Agent or deemed
          reimbursed to CitiMortgage, as the case may be). Upon the Trustee’s receipt of
          written notification of the deposit signed by an Authorized Officer of
          CitiMortgage, the related mortgage file will be released, and the Trustee
          will
          comply with the provisions of section 3.13.

        For
          the
          purposes of this section, a “refinancing” will include any process with a
          mortgagor that results in the refinanced mortgage loan being identified
          and
          serviced as a “new mortgage loan” in CitiMortgage’s books, records and servicing
          files. However, in connection with a partial prepayment, CitiMortgage may
          reduce
          the scheduled monthly payments on the mortgage loan so that the mortgage
          loan
          will still be paid in equal monthly installments of principal and interest,
          but
          the prepayment will not change the originally scheduled maturity date,
          and such
          modification will not be considered a “refinancing” for purposes of this
          section. 

        (b)
          CitiMortgage may agree with any homeowner to modify or waive any provision
          of a
          mortgage loan if the modification or waiver does not

        · affect
          the amount or timing of any payment of principal or interest on the mortgage
          loan, 

        · in
          CitiMortgage’s judgment, materially impair the security for, or reduce the
          likelihood of timely payment of amounts due on, the mortgage loan,
          or

        · otherwise
          constitute a “significant modification” within the meaning of Treasury
          Regulations Section 1.860G-2(b).

        Notwithstanding
          the preceding paragraph, CitiMortgage may agree with any homeowner to modify
          or
          waive any provision of a mortgage loan if 

        · the
          mortgage loan is 90 days or more past due or, in CitiMortgage’s judgment, is
          subject to imminent default, or 

        · CitiMortgage
          delivers to the Trustee an opinion of counsel to the effect that the
          modification or waiver will not affect the REMIC
          status
          of any REMIC.

        CitiMortgage
          will within 10 business days deliver to the Mortgage Document Custodian
          for
          deposit in the related mortgage file an original signed copy of the agreement
          providing for the modification or waiver. If applicable law requires a
          modification or waiver to be recorded, CitiMortgage will (i) deliver a copy
          of such signed agreement to the Trustee and (ii) deliver to the Trustee
          such document, with evidence of notification upon receipt thereof from
          the
          public recording office.

        CitiMortgage
          may condition any modification or waiver on the homeowner’s payment to
          CitiMortgage of a reasonable or customary fee for the additional services
          performed, together with reimbursement for CitiMortgage’s out-of-pocket
          expenses, in connection with the modification or waiver. CitiMortgage may
          retain
          such fees or reimbursements as additional servicing compensation.

         

        3.19 Investment
          accounts

        (a)
          Investments.
          CitiMortgage may invest and reinvest funds in an investment account in
          accordance with this section 3.19 in one or more Eligible Investments (as
          described below) bearing interest or sold at discount. However, no such
          investment may mature later than the business day immediately preceding
          the next
          distribution day, except,
          that
          investments (including repurchase agreements) on which the Paying Agent,
          in its
          commercial capacity, is the obligor may mature on the next distribution
          day.

        The
          Trustee and CitiMortgage will deposit in the certificate
          account


        
          
            
            

          

          
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        immediately
          upon receipt all proceeds from investment of funds and disposition of assets
          in
          the certificate account. Any loss resulting from such investment will be
          charged
          to the certificate account. 

        CitiMortgage
          may, from time to time, withdraw from any investment account (other than
          the
          certificate account), any Investment Income therein, and pay same to itself,
          the
          seller or the holders of the residual certificates, as applicable.

        CitiMortgage
          will not invest funds in the certificate account or sell an investment
          held in
          an investment account unless the investment:

        · is
          made
          in the name of the Trustee (in its capacity as such) or a Qualified Nominee
          of
          the Trustee, and

        · is
          a
“cash flow investment” as defined in Internal Revenue Code Section
          860G(a)(6).

        CitiMortgage
          will not dispose of any Eligible Investment prior to its maturity. However,
          if
          sufficient uninvested funds are
          not
          available in the certificate account to make a required disbursement,
          CitiMortgage may sell or otherwise convert to cash a sufficient amount
          of the
          investments in the certificate account if, prior to such sale or conversion,
          CitiMortgage receives 

        (i)
          an
          opinion of counsel (which opinion may not be provided by an employee of
          CitiMortgage or of an affiliate of CitiMortgage) that the sale or conversion
          will not constitute a “prohibited transaction” under Internal Revenue Code
          Section 860F(a), or 

        (ii)
          if
          the sale or conversion constitutes such a “prohibited transaction,” (A) the
          consent of the holders of 100% percentage interest of the residual certificates
          to the prohibited transaction together with each such holder’s proportionate
          share of any tax imposed on the Trust Fund attributable to the transaction,
          and
          (B) an opinion of counsel (which opinion may not be provided by an employee
          of
          CitiMortgage or of an affiliate of CitiMortgage) that the transaction will
          not
          disqualify any constituent REMIC
          as a
REMIC.

        The
          Trustee will not have any liability for any loss incurred in connection
          with any
          investment or any sale or liquidation thereof pursuant to this agreement,
          unless
          caused by its negligence or willful misconduct, or for any insufficiency
          in the
          certificate account or the buydown account, except for losses on investments
          that are liabilities of the Trustee in its commercial capacity.

        (b) Custodial
          investment account.
          Prior
          to the business day preceding the distribution day, CitiMortgage may deposit
          the
          amounts required to be transferred on the determination date from the custodial
          accounts for P&I in a separate account in the name of CitiMortgage and the
          Trustee (such account will be maintained in the trust department of a Depository
          and will bear a designation clearly indicating that the principal of all
          investments in such account is held for the benefit of the Trustee on behalf
          of
          the certificate holders) (the custodial
          investment account)
          for
          investment only in one or more Eligible Investments. CitiMortgage will
          bear any
          and all losses incurred on any investments made with such funds and will
          be
          entitled to retain all gains realized on such investments as additional
          compensation for its services as master servicer. The amount of any losses
          incurred in respect of any such investments will be deposited in the custodial
          investment account by CitiMortgage out of its own funds immediately as
          realized.
          Any successor master servicer appointed pursuant to this agreement will
          not be
          responsible for losses attributable to its predecessor. No investments
          held in
          the


        
          
            
            

          

          
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        custodial
          investment account will mature later than the business day preceding the
          distribution day.

        (c)
          Eligible
          Investments.
          Eligible
          Investments
          means
          any one or more of the following obligations or securities:

        (i) direct
          obligations of, and obligations fully guaranteed by, the United States
          of
          America, Freddie Mac, Fannie Mae, the Farm Credit Banks, the Federal Home
          Loan
          Banks, the Student Loan Marketing Association (but only for obligations
          backed
          by letters of credit or senior obligations) or any agency or instrumentality
          of
          the United States of America the obligations of which are backed by the
          full
          faith and credit of the United States of America; provided, however, that
          any
          obligation of, or guaranteed by, the Federal Home Loan Banks or the Farm
          Credit
          Banks or any obligation of, or guaranteed by, Freddie Mac or Fannie Mae,
          other
          than a senior debt obligation of Freddie Mac or Fannie Mae or a mortgage
          participation or pass-through certificate guaranteed by Freddie Mac or
          Fannie
          Mae, excluding stripped mortgage securities which are valued greater than
          par on
          the portion of unpaid principal, will be an Eligible Investment only if,
          at the
          time of investment, each rating agency confirms in writing that such investment
          is acceptable;

        (ii) Federal
          Funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
          the Trustee or any agent of the Trustee, acting in their respective commercial
          capacities) incorporated under the laws of the United States of America
          or any
          state thereof and subject to supervision and examination by federal or
          state
          banking authorities, so long as at the time of such investment or contractual
          commitment providing for such investment the certificate of deposit or
          other
          unsecured short-term debt obligations of such depository institution or
          trust
          company have a maturity of not more than one year and a credit rating of
          not
          less than “A-1+” (“A-1” if the maturity is not greater than 30 days) by S&P
          if S&P is a rating agency, “P-1” by Moody’s if Moody’s is a rating agency,
          and “F-1” by Fitch if Fitch is a rating agency; each such investment being
          expressly authorized and deemed authorized by a certificate holder’s purchase or
          acceptance of any certificate when acting in the capacity of a fiduciary
          (including a “fiduciary” of an “employee benefit plan” subject to ERISA,
          as
          those term are defined in Sections 3(21) and 3(3) of ERISA,
          respectively) which purchase or acceptance will also evidence and be deemed
          to
          evidence any such certificate holder’s representation and warranty to
          CitiMortgage, the Certificate Registrar and the Trustee and any agent of
          the
          Trustee that such certificate holder is duly authorized by and empowered
          under
          appropriate governing instruments (for example, an employee benefit plan,
          in the
          case of an ERISA
          fiduciary) to give such authorization; and money market funds investing
          exclusively in any of the investments discussed in this definition of Eligible
          Investments with a rating of not less than “A-1+” (“A-1” if the maturity is not
          greater than 30 days) by S&P if S&P is a rating agency, “F-1” by Fitch
          if Fitch is a rating agency, and “P-1” by Moody’s if Moody’s is a rating
          agency;

        (iii) repurchase
          obligations for (A) any security described in
          clause
          (i) above or (B) any other security issued or guaranteed by an agency or
          instrumentality of the United States of America the obligations of which
          are
          backed by the full faith and credit of the United States of America, in
          either
          case where such security has a remaining


        
          
            
            

          

          
            83

            
              

            

          

          
            
            

          

        


        maturity
          of one year or less and where such repurchase obligation has been entered
          into
          with a depository institution or trust company (acting as principal) with
          a
          rating of not less than “A-1+” by S&P if S&P is a rating agency, “P-1”
by Moody’s if Moody’s is a rating agency, and “F-1” by Fitch if Fitch is a
          rating agency;

        (iv) securities
          bearing interest or sold at a discount issued by any corporation incorporated
          under the laws of the United States of America or any state thereof which
          have a
          maturity not greater than 30 days and an unsecured long-term debt rating
          of at
          least “AA” if S&P is a rating agency, “AA” if Fitch is a rating agency, and
“Aa” if Moody’s is a rating agency, or an unsecured short-term debt rating, of
          at least “A-1” if S&P is a rating agency, “F-1” if Fitch is a rating agency,
          and “P-1” if Moody’s is a rating agency, at the time of such investment or
          contractual commitment providing for such investment; provided,
          however, that securities issued by any particular corporation will not
          be
          Eligible Investments to the extent that investment therein will cause the
          then
          outstanding principal balance of securities issued by such corporation
          and held
          as part of the Trust Fund to exceed 10% of the aggregate current principal
          balance of certificates outstanding and of the current percentage interest
          of
          the residual certificates outstanding, and the aggregate principal balance
          of
          all cash and Eligible Investments, held in the Trust Fund;

        (v) commercial
          paper (including both non-interest-bearing discount obligations and
          interest-bearing obligations payable on demand or on a specified date not
          more
          than one year after the date of issuance thereof) having at the time of
          such
          investment a rating of not less than “A-1+” (“A-1” if the maturity is not
          greater than 30 days and such commercial paper does not exceed 20% of the
          then
          current balance of the certificates) by S&P if S&P is a rating agency,
“F-1” by Fitch if Fitch is a rating agency, and “P-1” by Moody’s if Moody’s is a
          rating agency;

        (vi) a
          Qualified GIC;

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

        (viii) any
          other
          money market deposit, obligation, security or investment bearing interest
          or
          sold at a discount which has an unsecured short-term debt rating of at
          least
“A-1+” (“A-1” if the maturity is not greater than 30 days and such investments
          do not exceed 20% of the then scheduled principal balance of the mortgage
          loans)
          if S&P is a rating agency, “F-1” if Fitch is a rating agency, and “P-1” if
          Moody’s is a rating agency, or if such investment relates to a money market
          fund, such fund must be rated in the highest rating category by each rating
          agency (which, for S&P, is “AAAm” or “AAAm-G”); and

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

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

         

        3.20 Paying
          Agent and Certificate Registrar

        (a)
          Paying
          Agent.
          CitiMortgage or the Trustee may remove a Paying Agent, and


        
          
            
            

          

          
            84

            
              

            

          

          
            
            

          

        


        CitiMortgage,
          with the Trustee’s approval, may appoint another Paying Agent. 

        A
          Paying
          Agent 

        · may
          not
          be an Originator, CitiMortgage or an affiliate of CitiMortgage unless the
          Paying
          Agent is an agency and trust department of Citibank, N.A., 

        · must
          be
          authorized to exercise corporate trust powers under the laws of its jurisdiction
          of organization, and 

        · must
          be
          rated at least “A-1” by S&P if S&P is a rating agency, and at least
“F-1” by Fitch if Fitch is a rating agency. 

        If
          no
          Paying Agent is appointed, the Trustee will be the Paying Agent. CitiMortgage
          will notify the rating agencies of any change of Paying Agent.

        The
          Paying Agent will

        · hold
          all
          amounts deposited with it by CitiMortgage or the Trustee for payment on
          the
          certificates in trust for the benefit of the certificate holders and any
          Insurer
          until the amounts are paid to the certificate holders or the Insurer or
          otherwise disposed of in accordance with this agreement,

        · give
          the
          Trustee notice of any default by CitiMortgage in making any such deposit,
          and

        · during
          the continuance of a default by CitiMortgage in making such a deposit,
          upon the
          Trustee’s written request, immediately pay to the Trustee all amounts so held in
          trust by the Paying Agent.

        CitiMortgage
          will cause any Paying Agent that is not the Trustee or a signatory to this
          agreement to execute and deliver to the Trustee an instrument in which
          the
          Paying Agent agrees with the Trustee that the Paying Agent will have all
          the
          rights and obligations of a Paying Agent under this agreement.

        (b)
          Certificate
          Registrar.
          CitiMortgage or the Trustee may remove a Certificate Registrar, and
          CitiMortgage, with the Trustee’s approval, may appoint another Certificate
          Registrar. 

        A
          Certificate Registrar 

        · may
          not
          be an Originator, CitiMortgage or an affiliate of CitiMortgage unless the
          Certificate Registrar is an agency and trust department of Citibank, N.A.,
          and


        · must
          be
          authorized to exercise corporate trust powers under the laws of its jurisdiction
          of organization. 

        If
          no
          Certificate Registrar is appointed, the Trustee will be the Certificate
          Registrar.

         

        3.21 Exchange
          Act reporting

        (a)
          CitiMortgage, as servicer, will prepare and file all reports required to
          be
          filed by CMSI,
          as
          depositor, under the Exchange Act (other than Forms 10-K), including required
          periodic reports on Form 10-D, and any required current report on Form
          8-K.
CMSI
          authorizes CitiMortgage to sign and file such reports on behalf of CMSI.
          CMSI will
          file
          all required Forms 10-K.

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

        · 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


        
          
            
            

          

          
            85

            
              

            

          

          
            
            

          

        


        conformity
          with the requirements of rule 1122, and

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

        (c)
          Schedule 1 may be modified 

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

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

        (d)
          CMSI
          and each
          other person who is or becomes a party to this agreement shall render all
          reasonably requested assistance to CMSI
          and
          CitiMortgage in providing information necessary for the preparation of
          such
          reports. CMSI
          and
          CitiMortgage shall require each third-party servicer, and any other person
          who
          participates in the servicing function, to agree to provide such
          assistance.

        (e)
          CitiMortgage hereby appoints KPMG LLP as its independent accountants for
          purposes of preparing and delivering for each year an attestation on
          CitiMortgage’s assessment of compliance with the applicable servicing criteria
          as of and for the period ending the end of such year. The attestation report
          is
          to be furnished to CitiMortgage and the Trustee by March 1 in the following
          year, and must be made in accordance with standards for attestation engagements
          issued or adopted by the Public Company Accounting Oversight Board.

        If
          such
          firm resigns, CitiMortgage will promptly appoint a successor firm of independent
          accountants of recognized national reputation. CitiMortgage will promptly
          notify
          the Trustee if CitiMortgage fails to appoint a successor firm of independent
          accountants within 15 days after such resignation. If CitiMortgage does
          not
          appoint a successor within 10 days thereafter, the Trustee will promptly
          appoint
          a successor firm of independent accountants of recognized national reputation.
          The fees of the independent accountants and any successor will be paid
          by
          CitiMortgage as servicer, or by any successor servicer.

         

        4 CitiMortgage

         

        4.1 Liability
          of CitiMortgage and others

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

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


        
          
            
            

          

          
            86

            
              

            

          

          
            
            

          

        


        any
          person as to any matters arising under this agreement.

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

        CitiMortgage
          need not appear in, prosecute or defend any legal action that is not incidental
          to its duties to service the mortgage loans in accordance with this agreement
          and that in its opinion may involve it in any expense or liability. CitiMortgage
          may, however, undertake any such action it deems desirable to enforce or
          secure
          the rights and duties of the parties or the interests of the certificate
          holders. CitiMortgage’s legal expenses and costs of such action and any
          resulting liability will be expenses, costs and liabilities of the Trust
          Fund,
          for which CitiMortgage will be reimbursed out of the certificate account.
          

        Notwithstanding
          the foregoing, CitiMortgage will indemnify, defend and hold harmless the
          Trustee
          and the Trust Fund against any damages, claims or liabilities arising out
          of any
          violation (or claimed violation) prior to the closing date of any predatory
          lending law.

         

        4.2 Assumption
          of CitiMortgage’s obligations by affiliate

        Any
          corporation into which CitiMortgage is merged or consolidated, or that
          results
          from a merger, conversion or consolidation involving CitiMortgage, or that
          succeeds to the business of CitiMortgage, or more than 50% of the voting
          stock
          of which is, directly or indirectly, owned by Citigroup Inc., and that
          executes
          an agreement of assumption to perform all of CitiMortgage’s obligations under
          this agreement, will be CitiMortgage’s successor under this agreement, without
          the execution or filing of any paper or any further act on the part of
          any of
          the parties hereto, anything herein to the contrary notwithstanding. Such
          agreement of assumption will not, however, release CitiMortgage from any
          of its
          obligations or liabilities under this agreement.

         

        4.3 Maintenance
          of office or agency

        CMSI
          shall
          maintain or cause to be maintained at its expense an office or offices
          or agency
          or agencies where the certificates may be surrendered for registration
          of
          transfer or exchange and where notices and demands to or upon CMSI
          in
          respect of the certificates and this agreement may be served. CMSI
          initially appoints the Certificate Registrar designated in the Series Terms
          as
          its office for purposes of receipt of notices and demands. CMSI
          will
          give prompt written notice to CitiMortgage, the Trustee and the certificate
          holders of any change in the location of the Certificate Register or any
          such
          office or agency.

         

        4.4 Servicer
          not to resign

        Subject
          to sections 4.2 and 4.5, CitiMortgage will not resign as servicer without
          the
          consent of the Trustee, any Insurer, the holders of more than 2/3 of the
          voting
          interests of the outstanding certificates and 2/3 of the percentage interests
          of
          the residual certificates, except upon a determination that the performance
          of
          its duties hereunder is no longer permissible under applicable law. Any
          such
          determination permitting the resignation of CitiMortgage as Servicer will
          be
          supported by an opinion of counsel to such effect


        
          
            
            

          

          
            87

            
              

            

          

          
            
            

          

        


        delivered
          to the Trustee. No resignation by CitiMortgage will become effective until
          the
          Trustee or a successor servicer and master servicer have assumed CitiMortgage’s
          obligations in accordance with section 7.2.

         

        4.5 Delegation
          of duties

        CitiMortgage
          may without notice or consent delegate any of its servicing duties, and
          any
          rights relating to such duties, to any person or persons, including a person
          more than 50% of whose stock is owned, directly or indirectly, by Citigroup
          Inc.; provided that each such person that services any mortgage loans has
          been
          approved as a seller/servicer by the Federal Housing Administration,
GNMA,
          Fannie
          Mae or Freddie Mac,
          and has
          been approved in writing by the rating agencies. Such delegation will not,
          however, relieve CitiMortgage of its responsibility for such duties. Each
          delegee of CitiMortgage’s servicing duties will have those powers and duties
          that are granted to or required of CitiMortgage as servicer or master servicer
          under this agreement for such duties, subject to the limitations imposed
          by the
          agreement between CitiMortgage and such delegee.

         

        4.6 Errors
          and omissions insurance

        CitiMortgage
          will maintain in force 

        · a
          policy
          or policies of insurance covering errors and omissions in the performance
          of its
          servicing obligations, and 

        · a
          fidelity bond for its officers, employees and agents. 

        Such
          policies and bond will, together, comply with Fannie Mae or Freddie Mac
          requirements for persons servicing mortgage loans purchased by such
          association.

         

        5 The
          certificates

         

        5.1 The
          certificates

        (a)
          The
          certificates and residual certificates will be substantially in the forms
          set
          forth in exhibit A. The certificates will be issued in the denominations
          specified in the Series Terms and will be executed by manual or facsimile
          signature on behalf of CMSI
          by its
          Chairman, President, one of its Vice Presidents, or one of its Assistant
          Vice
          Presidents. Certificates bearing the manual or facsimile signatures of
          individuals who were authorized to sign on behalf of CMSI
          when the
          signatures were affixed will bind CMSI,
          even if
          prior to the authentication and delivery of the certificates some of the
          individuals ceased to be authorized or to hold such offices. 

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

        (b) Upon
          original issuance, book-entry certificates will be issued in the form of
          one 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


        
          
            
            

          

          
            88

            
              

            

          

          
            
            

          

        


        issued
          is
          registered in the name of [the Clearing Agency nominee] or such other name
          as
          requested by an authorized representative of [the Clearing Agency] (and
          any
          payment is made to [the Clearing Agency nominee] or to such other entity
          as is
          requested by an authorized representative of [the Clearing Agency]), any
          transfer, pledge, or other use hereof for value or otherwise by or to any
          person
          is wrongful inasmuch as the registered owner hereof, [the Clearing Agency
          nominee], has an interest herein.”

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

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

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

        (iii) To
          the
          extent that this section 5.1(b) conflicts with any other provision of this
          agreement, this section 5.1(b) will control.

        (iv) The
          rights of beneficial owners will be exercised only through the Clearing
          Agency
          and will be limited to those established by law, the rules, regulations
          and
          procedures of the Clearing Agency and agreements between such beneficial
          owners
          and the Clearing Agency or the Clearing Agency Participants. For book-entry
          certificates, references in this agreement to

        · actions
          by certificate holders will refer to actions taken by the Clearing Agency
          upon
          instructions from the Clearing Agency Participants, and

        · distributions,
          notices, reports and statements to certificate holders will refer to
          distributions, notices, reports and statements to the Clearing Agency or
          its
          nominee, as registered holder of the book-entry certificates for the
          distribution to beneficial owners in accordance with the procedures of
          the
          Clearing Agency.

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

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

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

         

        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


        
          
            
            

          

          
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        for
          purposes of receipt of notices and demands. 

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

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

        At
          the
          option of the certificate holder, certificates may be exchanged for other
          certificates of authorized denominations evidencing the same aggregate
          number of
          single certificates or the same aggregate percentage interest, as the case
          may
          be, upon surrender of the certificates to be exchanged at the office or
          agency.
CMSI
          will
          execute and the Trustee or Authenticating Agent will authenticate and deliver
          the certificates that the certificate holder is entitled to receive.


        Every
          certificate surrendered for registration of transfer or exchange will be
          accompanied by a written instrument of transfer in form satisfactory to
          the
          Trustee, CMSI
          and the
          Certificate Registrar, duly executed by the holder or his attorney duly
          authorized in writing. 

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

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

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

        (b)
          Notwithstanding the foregoing section 5.2(a), no legal or beneficial interest
          in
          all or any portion of a residual certificate may be transferred, directly
          or
          indirectly, to a “disqualified organization“ within the meaning of Internal
          Revenue Code Section 860E(e)(5), or to an agent of a disqualified organization
          (including a broker, nominee, or other middleman) (an Agent)
          and any
          such purported transfer will be void and of no effect. Further, no legal
          or
          beneficial interest in all or any portion of a residual certificate may
          be
          registered in the name of a Plan or a person investing the assets of a
          Plan
          (such Plan or person an ERISA
          Prohibited holder)
          or in
          the name of a person that is not (i) a U.S. person or (ii) a non-U.S. person
          that holds the residual certificate in connection with the conduct of a
          trade or
          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


        
          
            
            

          

          
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        transfer
          of the residual certificate will not be disregarded for federal income
          tax
          purposes (any such person who is not described in clauses (i), (ii) or
          (iii)
          above being referred to herein as a “Non-permitted Foreign holder”).
          Furthermore, no legal or beneficial interest in all or any portion of a
          residual
          certificate may be transferred, directly or indirectly, to a foreign permanent
          establishment or fixed base, within the meaning of an applicable income
          tax
          treaty, of the transferee or any other person. CMSI
          will not
          execute and the Trustee or Authenticating Agent will not authenticate and
          deliver, a new residual certificate in connection with any transfer of
          a
          residual certificate, and neither CMSI,
          the
          Certificate Registrar nor the Trustee will accept a surrender for transfer
          or
          registration of transfer, or register the transfer of, any residual certificate
          unless the transferor will have provided to CMSI,
          the
          Certificate Registrar and the Trustee an affidavit, substantially in the
          form of
          Appendix 1 hereto, signed by the transferee, to the effect that the transferee
          is not such a disqualified organization, an agent for any entity as to which the
          transferee has not received a substantially similar affidavit, an ERISA
          Prohibited holder, a Non-permitted Foreign holder, or a person for whom
          income
          on the residual certificate is attributed to a foreign permanent establishment
          or fixed base, within the meaning of an applicable income tax treaty, of
          the
          transferee or any other person, accompanied by a written statement signed
          by the
          transferor to the effect that, as of the time of the transfer, the transferor
          has no actual knowledge that such affidavit is false. Upon notice by
CMSI
          that any
          legal or beneficial interest in any portion of a residual certificate has
          been
          transferred, directly or indirectly, to a disqualified organization or
          an Agent
          in contravention of the foregoing restrictions, the Trustee will furnish
          to the
          Internal Revenue Service and the transferor of such residual certificate
          or to
          such Agent, within 60 days of the request therefor by such
          transferor or
          such
          Agent, and CMSI
          agrees
          to provide the Trustee with the computation of such information necessary
          to the
          application of Internal Revenue Code Section 860E(e) as may be required
          by the
          Internal Revenue Code, including but not limited to the present value of
          the
          total anticipated excess inclusions for such residual certificate (or portion
          thereof) for periods after such transfer. At the election of CMSI,
          the
          reasonable cost of computing and furnishing such information may be charged
          to
          the transferor or such Agent; however, the Trustee and CMSI
          will in
          no event be excused from furnishing such information. Every holder of a
          residual
          certificate will be deemed to have consented to such amendments to this
          agreement as may be required to further effectuate the restrictions on
          transfer
          of residual certificates to a disqualified organization, an Agent, an
ERISA
          Prohibited holder or a Non-permitted Foreign holder.

        The
          affidavit described in the preceding paragraph will also contain the statement
          of the transferee that it (i) has historically paid its debts as they have
          come
          due and intends to do so in the future, (ii) understands that it may incur
          liabilities in excess of cash flows generated by the residual certificate,
          (iii)
          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.


        
          
            
            

          

          
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        The
          transferor’s statement to the Trustee and the Certificate Registrar accompanying
          the affidavit will state that, after conducting a reasonable investigation
          of
          the financial condition of the transferee, the transferor has no knowledge
          or
          reason to know that the statements made by the transferee for clauses (i)
          and
          (iii) of the preceding sentence are false. Each residual certificate will
          bear a
          legend referring to the restrictions contained in this paragraph and the
          preceding paragraph.

        Notwithstanding
          the foregoing, no transfer of any private certificate may be made unless
          such
          private certificate has been registered under the Securities Act and applicable
          state securities or “blue sky” laws, or an exemption from the Securities Act and
          applicable state securities or “blue sky” laws is available. Upon surrender for
          registration of transfer of any private certificate, (1) neither the Trustee
          nor
          the Certificate Registrar will accept surrender for transfer or registration
          of
          transfer of, or register the transfer of, any private certificate and (2)
          CMSI
          will not
          execute, and neither the Trustee nor the Authenticating Agent will authenticate
          and deliver, any new private certificate in connection with the transfer
          of any
          private certificate, unless either (A) such private certificate has been
          registered under the Securities Act and applicable state securities or
“blue
          sky” laws, or (B) exemptions from the registration requirements of the
          Securities Act and applicable state securities or “blue sky” laws are available,
          and the transferee delivers to CMSI,
          the
          Trustee and the Certificate Registrar a letter substantially to the effect
          set
          forth in exhibit D to this agreement and (1) if such transferee is not
          a
“Qualified Institutional Buyer” within the meaning of Rule 144A of the
          Securities Act, and if so requested by CMSI,
          an
          opinion of counsel acceptable to CMSI
          will
          have been delivered to CMSI,
          the
          Trustee, and the Certificate Registrar, to the effect that such transfer
          is in
          compliance with either subclause (A) or subclause (B) of this clause (i)
          of this
          section 5.2; or (2) if such transfer is to a non-institutional investor,
          unless
          such investor is an accredited investor (as defined in Regulation D under
          the
          Securities Act) and has a net worth (exclusive of primary residence) of
          at least
          $1,000,000 as confirmed in writing to the Trustee and the Certificate
          Registrar.

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

        No
          transfer of an ERISA
          Restricted Certificate may be made unless any proposed transferee (i) executes
          a
          representation letter in substantially the form of exhibit E hereto and
          in
          substance satisfactory to the Trustee, the Certificate Registrar and
CMSI
          either
          stating (a) that it is not, and is not acting on behalf of, any employee
          benefit
          plan subject to Title I of ERISA
          or
          Section 4975 of the Internal Revenue Code, or a governmental plan, as defined
          in
          Section 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


        
          
            
            

          

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

         

        5.3 Mutilated,
          destroyed, lost or stolen certificates

        If
          

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

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

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

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


        
          
            
            

          

          
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        5.4 Persons
          deemed owners

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

         

        5.5 Access
          to list of certificate holders’ names and addresses

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

        If
          three
          or more certificate holders 

        · request
          such information in writing from the Trustee, 

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

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

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

         

        5.6 Definitive
          certificates

        If
          

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

        · CMSI
          is
          unable to locate a qualified successor, 

        the
          Certificate Registrar will notify the beneficial owners, through the Clearing
          Agency, of the occurrence of such event and of the availability of definitive
          certificates to beneficial owners requesting them. Upon surrender to the
          Certificate Registrar by the Clearing Agency of the certificates held of
          record
          by its nominee, accompanied by re-registration instructions and directions
          to
          execute and authenticate new certificates from CMSI,
          the
          Trustee or the Authenticating Agent will execute and authenticate definitive
          certificates for delivery. CMSI
          will
          arrange for, and will bear all costs of, the printing 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.


        
          
            
            

          

          
            94

            
              

            

          

          
            
            

          

        


         

        5.7 Notices
          to Clearing Agency

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

         

        6 [Reserved]

         

        7 Default

         

        7.1 Events
          of Default

        If
          any of
          the following events (Events
          of Default)
          is
          continuing:

        (a)
          CitiMortgage, as servicer or master servicer, fails to make a full payment,
          deposit, transfer or distribution required of it in such capacities under
          this
          agreement, and the failure continues unremedied for 

        · 10
          business days after the Trustee gives written notice of the failure to
          CitiMortgage, or the holders of the Required Amount of certificates give
          written
          notice of the failure to CitiMortgage and the Trustee, if the failure results
          from an error in calculating the amount of the required deposit, transfer
          or
          distribution, or 

        · three
          business days after such notice if the failure results from any other reason;
          or

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

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

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

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

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

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

        then
          the
          Trustee or the holders of the Required Amount of certificates, by notice
          in
          writing to CitiMortgage (and to the Trustee if given by the certificate
          holders)
          may terminate all of CitiMortgage’s rights and obligations as servicer of the
          affiliated 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


        
          
            
            

          

          
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        Trustee
          pursuant to this section 7.1, and the Trustee will be authorized to execute
          and
          deliver, on behalf of CitiMortgage as attorney-in-fact or otherwise, any
          documents and other instruments, and to do or accomplish all other acts
          or
          things necessary or appropriate to effect the purposes of such notice,
          whether
          to complete the transfer and endorsement of the mortgage loans and related
          documents or otherwise. CitiMortgage will cooperate with the Trustee in
          effecting the termination of CitiMortgage’s responsibilities and rights
          hereunder, including the transfer to the successor servicer for the
          administration by it of all cash amounts held by CitiMortgage for deposit,
          or
          deposited by CitiMortgage, in the certificate account or servicing account
          or
          subsequently received on the mortgage loans. In addition to any other amounts
          that are then payable, or, notwithstanding the termination of its activities
          as
          servicer and master servicer of the mortgage loans, may become payable
          to
          CitiMortgage under this agreement, CitiMortgage will be entitled to receive
          out
          of any delinquent interest payment on a mortgage loan, due before such
          termination notice but received afterwards, that portion of the payment
          that it
          would have received if the notice had not been given.

         

        7.2 Trustee
          to act; appointment of successor

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

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

         

        8 The
          Trustee

         

        8.1 Duties 

        (a)
          Unless the Trustee has notice that an Event of Default is continuing, the
          Trustee will only have those obligations that are 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


        
          
            
            

          

          
            96

            
              

            

          

          
            
            

          

        


        those
          rights and powers vested in it by this agreement, and use the same degree
          of
          care and skill in their exercise, as a prudent man would exercise under
          the
          circumstances in the conduct of his own affairs. If the Trustee is incorporated
          or organized under the laws of the State of New York, then, in considering
          what
          actions are prudent in the circumstances, the Trustee will consider, to
          the
          extent applicable, the matters enumerated in Section 126(2)(a) through
          (e) of
          the New York Real Property Law, as in effect on the date of this agreement,
          and
          will comply with subdivisions (3),(4) and (5) of Section 126 of the New
          York
          Real Property Law, as in effect on the date of this agreement.

        The
          Trustee will not be charged with notice of an Event of Default (other than
          a
          default in payment to the Trustee) unless a Responsible Officer of the
          Trustee
          obtains actual knowledge of such failure or receives written notice of
          such
          Event of Default at its corporate trust office from CitiMortgage or the
          holders
          of the Required Amount of Certificates.

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

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

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

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

        (f) The
          Trustee may appoint agents (which may include CitiMortgage and
          its


        
          
            
            

          

          
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        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 Document
          Custodian, or any Note Custodian, Paying Agent, Certificate Registrar,
          or
          Authenticating Agent, nor for their performance of their obligations under
          this
          agreement, the Mortgage Document Custodial Agreement, or any other applicable
          agreement.

         

        8.3 Trustee
          not liable for certificates or mortgage loans

        The
          recitals contained herein and in the certificates (other than the certification
          of authentication on the certificates) will be taken as the statements
          of
          CitiMortgage, and the Trustee assumes no responsibility for the correctness
          of
          the same. The Trustee makes no representations as to the validity or sufficiency
          of this agreement, the Mortgage Document Custodial Agreement or of the
          certificates (other than the certification of authentication on the
          certificates) or of any mortgage loan or related document. The Trustee
          will not
          be accountable for the use or application by CitiMortgage of any of the
          certificates or of the proceeds of such certificates or for the use or
          application of any funds paid to CitiMortgage in respect of the mortgage
          loans
          or deposited in or withdrawn from the certificate account or servicing
          account
          by CitiMortgage. The Trustee will have no liability for any losses incurred
          as a
          result of 

        · any
          failure of the Trust Fund to qualify as the specified separate constituent
          REMICs,
          

        · any
          termination, inadvertent or otherwise, of the status of the Trust Fund
          as the
          specified separate constituent REMICs,
          

        · any
          tax
          on prohibited transactions imposed by Internal Revenue Code Section 860F(a)(1),
          

        · any
          tax
          on net income from foreclosure property imposed by Internal Revenue Code
          Section
          860G(c), 

        · any
          tax
          on contributions to any constituent REMIC
          after
          the startup day imposed by Internal Revenue Code Section 860G(d), 

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

        · any
          erroneous information included in any federal, state or local income tax
          or


        
          
            
            

          

          
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        information
          return prepared pursuant to section 3.16; 

        provided,
          that
          the Trustee will not be excused hereby from liability for its own negligence,
          bad faith or failure to perform its duties as specified herein.

         

        8.4 Trustee
          may own certificates

        The
          Trustee in its individual or any other capacity may become the owner or
          pledgee
          of one or more of the certificates with the same rights as it would have
          if it
          were not Trustee and may otherwise deal with CitiMortgage or any of its
          affiliates as if it were not the Trustee.

         

        8.5 Trustee’s
          fees and expenses

        The
          Trustee’s fees and expenses (and those of any co-trustee appointed pursuant to
          section 8.10), and of any Certificate Registrar, Mortgage Document Custodian,
          Depository, Paying Agent, Authenticating Agent appointed pursuant to section
          8.12, and agent of the Trustee appointed pursuant to section 8.2(g), will
          be
          paid by CitiMortgage, as servicer, in accordance with section 3.9(a). Citibank,
          N.A., as Paying Agent, has agreed to a fee of $3,000 a year. CitiMortgage
          will
          also pay any expenses associated with the resignation or removal of the
          Trustee
          and the appointment of a successor Trustee.

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

        The
          Trustee, each Certificate Registrar, each Note Custodian, each Mortgage
          Document
          Custodian, each Depository, each Paying Agent, each Authenticating Agent
          and any
          agent appointed pursuant to section 8.2 are entitled to indemnification
          from
          CitiMortgage, as servicer or master servicer, and will be held harmless
          against
          any loss, liability or expense incurred without negligence or bad faith
          on their
          part, arising out of or in connection with the acceptance or administration
          of
          the trust or trusts hereunder, including the costs and expenses of defending
          themselves against any claim or liability in connection with the exercise
          or
          performance of any of their powers or duties hereunder. Such indemnification
          will survive the payment of the certificates and termination of the Trust
          Fund,
          as well as the resignation or removal of CitiMortgage as servicer (if such
          action which caused the need for the indemnification occurred while CitiMortgage
          acted as servicer), and for purposes of such indemnification neither the
          negligence nor bad faith of any of the entities enumerated in the preceding
          sentence, nor of any Note Custodian or Mortgage Document Custodian, will
          be
          imputed to, or adversely affect, the right of any other entity enumerated
          in
          the


        
          
            
            

          

          
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        preceding
          sentence to be entitled to indemnification.

         

        8.6 Eligibility
          requirements for Trustee

        The
          Trustee hereunder will at all times be a corporation or a national banking
          association, other than an affiliate of CitiMortgage, having its principal
          office in, and organized and doing business under the laws of, the United
          States
          of America or a state thereof, authorized under such laws to exercise corporate
          trust powers, having a combined capital and surplus of at least $30 million,
          and
          subject to supervision or examination by federal or state authority. If
          such
          corporation or national banking association publishes reports of condition
          at
          least annually, pursuant to law or to the requirements of the aforesaid
          supervising or examining authority, then for the purposes of this section
          8.6,
          the combined capital and surplus of such corporation or national banking
          association will be deemed to be its combined capital and surplus as set
          forth
          in its most recent report of condition so published. If the Trustee ceases
          to be
          eligible in accordance with the provisions of this section 8.6, the Trustee
          will
          resign immediately in the manner and with the effect specified in section
          8.7.

         

        8.7 Resignation
          or removal of Trustee

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

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

        The
          Trustee may also be removed (i) by CitiMortgage, (a) if the Trustee ceases
          to be
          eligible to continue as such under this agreement or if the Trustee becomes
          insolvent, (b) if the Trustee breaches any of its duties under this agreement
          which materially adversely affects the certificate holders, (c) if through
          the
          performance or nonperformance of certain actions by the Trustee, the rating
          assigned to the certificates would be lowered or (d) if the credit rating
          of the
          Trustee is downgraded to a level which would result in the rating assigned
          to
          the certificates to be lowered; or (ii) by the holders of certificates
          evidencing more than 50% of the voting interest of the certificates then
          outstanding and more than 50% of the percentage interests of the residual
          certificates.

        Any
          resignation or removal of the Trustee and appointment of a successor Trustee
          pursuant to any of the provisions of this section 8.7 will not become
          effective


        
          
            
            

          

          
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        until
          acceptance of appointment by the successor Trustee as provided in section
          8.8.

         

        8.8 Successor
          trustee

        Any
          successor Trustee appointed as provided in section 8.7 will execute, acknowledge
          and deliver to CitiMortgage and to its predecessor Trustee an instrument
          accepting such appointment hereunder, and thereupon the resignation or
          removal
          of the predecessor Trustee will become effective and such successor Trustee,
          without any further act, deed or conveyance, will become fully vested with
          all
          the rights, powers, duties and obligations of its predecessor hereunder
          with
          like effect as if originally named as Trustee. The predecessor Trustee
          will
          deliver to the successor Trustee all mortgage files and related documents
          and
          statements held by it hereunder; and, if any mortgage notes or mortgage
          documents are then held by the Mortgage Note Custodian or Mortgage Document
          Custodian, respectively, pursuant to a Mortgage Document Custodial Agreement,
          the predecessor Trustee and the Mortgage Note Custodian or the Mortgage
          Document
          Custodian, as the case may be, will amend such Mortgage Document Custodial
          Agreement to make the successor Trustee the successor to the predecessor
          Trustee
          thereunder; and CitiMortgage and the predecessor Trustee will execute and
          deliver such instruments and do other such things as may reasonably be
          required
          for fully and certainly vesting and confirming in the successor Trustee
          all such
          rights, powers, duties and obligations.

        No
          successor Trustee will accept appointment as provided in this section 8.8
          unless
          at the time of such acceptance such successor Trustee will be eligible
          under the
          provisions of section 8.6.

        Upon
          acceptance of appointment by a successor Trustee as provided in this section
          8.8, CitiMortgage will mail notice of the succession of such Trustee hereunder
          to all holders of certificates at their addresses as shown in the Certificate
          Register, and to any Insurer. If CitiMortgage fails to mail such notice
          within
          10 days after acceptance of appointment by the successor Trustee, the successor
          Trustee will cause such notice to be mailed at the expense of
          CitiMortgage.

         

        8.9 Merger
          or consolidation of Trustee

        Any
          corporation or national banking association into which the Trustee may
          be merged
          or converted or with which it may be consolidated, or any corporation or
          national banking association resulting from any merger, conversion or
          consolidation to which the Trustee will be a party, or any corporation
          or
          national banking association succeeding to all or substantially all of
          the
          corporate trust business of the Trustee, will be the successor of the Trustee
          hereunder, provided such corporation or national banking association will
          be
          eligible under the provisions of section 8.6, without the execution or
          filing of
          any paper or any further act on the part of any of the parties hereto,
          anything
          herein to the contrary notwithstanding.

         

        8.10 Appointment
          of co-trustee or separate trustee

        Notwithstanding
          any other provisions of this agreement, for the purpose of meeting any
          legal
          requirements of any jurisdiction in which any part of the Trust Fund or
          property
          securing any mortgage note may at the time be located, CitiMortgage and
          the
          Trustee acting jointly will have the power and will execute and deliver
          all
          instruments to appoint one or more persons approved by the Trustee to act
          as
          co-trustee or co-trustees jointly with the Trustee, or separate trustee
          or
          separate trustees, of all or any


        
          
            
            

          

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

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


        
          
            
            

          

          
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        8.11 Tax
          returns

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

         

        8.12 Appointment
          of authenticating agent

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

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

        An
          Authenticating Agent may resign by giving written notice thereof to the
          Trustee
          and to CitiMortgage. The Trustee may terminate the agency of an Authenticating
          Agent by giving written notice thereof to such Authenticating Agent and
          to
          CitiMortgage. Upon receiving such a notice of resignation or upon such
          a
          termination, or if the Authenticating Agent ceases to be eligible in accordance
          with the provisions of this section 8.12, the Trustee may appoint a successor
          acceptable to CitiMortgage and


        
          
            
            

          

          
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        will
          mail
          written notice of such appointment by first-class mail, postage prepaid
          to all
          certificate holders as their names and addresses appear in the Certificate
          Register, and to any Insurer. Any successor Authenticating Agent upon acceptance
          of its appointment hereunder will become vested with all the rights, powers
          and
          duties of its predecessor hereunder, with like effect as if originally
          named as
          an Authenticating Agent herein. No successor Authenticating Agent will
          be
          appointed unless eligible under the provisions of this section
          8.12.

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

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

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

        _______________

        As
          Trustee

        


        By_______________________

        Authenticating
          Agent

        


        By_______________________

        Authenticating
          Signature”

         

        9 Termination

         

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

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

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

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

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


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

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

        · any
          other
          condition set forth in the Series Terms. 

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

        · 100%
          of
          the unpaid principal balance of each mortgage loan on the first day of
          the month
          of repurchase (after giving effect to payments of principal due on such
          first
          day)


        
          
            
            

          

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

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

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

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

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

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

        
          	
                  ·

                	
                  the
                    distribution day upon which final payment of the certificates
                    will be
                    made

                


        


        
          
            
            

          

          
            105

            
              

            

          

          
            
            

          

        


        upon
          presentation and surrender of the certificates at the office of the Paying
          Agent
          designated in the notice, 

        
          	
                  ·

                	
                  the
                    amount of the final distribution, and


                


        

        
          	
                  ·

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

                


        

        CMSI
          will
          give such notice to the Trustee and, if applicable, the Certificate Registrar,
          the Mortgage Document Custodian and the Paying Agent at the time the notice
          is
          given to the certificate holders. 

        If
          such
          notice is given, CMSI
          will
          deposit in the certificate account or the account designated by the Paying
          Agent, on the business day preceding the distribution day for the final
          distribution, an amount equal to the final distribution on the certificates.
          Upon certification to the Trustee by an Authorized Officer of CMSI
          following such final deposit, and delivery by CMSI
          of an
          opinion of counsel to the effect that all conditions set forth in this
          section
          9.1 have been met, the Trustee will promptly release to CMSI
          the
          mortgage files for the mortgage loans. 

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

         

        10 General
          provisions

         

        10.1 Amendments

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

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

        · to
          add
          provisions not inconsistent with this agreement, 

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

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

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

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

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

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

        1 the
          holders of 2/3 of the certificates,


        
          
            
            

          

          
            106

            
              

            

          

          
            
            

          

        


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

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

        Approval
          shall be by percentage interest for residual certificates and by principal
          balance for all other certificates.

        In
          connection with any such amendment, CMSI
          or
          CitiMortgage will deliver an opinion of counsel acceptable to the Trustee
          (x)
          identifying any class of certificates that may be affected materially and
          adversely by the amendment in a way that is different from the other affected
          classes (or stating that there is no such differently affected class) and
          (y)
          identifying any class whose certificate holders would not be materially
          adversely affected by such amendment.

        Notwithstanding
          the foregoing, no amendment will, without the consent of the holders of
          all the
          outstanding certificates 

        · reduce
          or
          delay collections or payments received on mortgage loans or distributions
          to be
          made on any certificate, or 

        · 
          reduce
          the proportion required to consent to any such amendment. 

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

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

         

        10.2 Recordation
          of Agreement

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

         

        10.3 Limitation
          on rights of certificate holders

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

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


        
          
            
            

          

          
            107

            
              

            

          

          
            
            

          

        


        third
          person for any action taken by the parties to this agreement pursuant to
          its
          provisions.

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

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

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

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

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

         

        10.4 Governing
          law

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

         

        10.5 Maintenance
          of REMICs

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

         

        10.6 Notices

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

         

        10.7 Severability
          of provisions

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

         

        10.8 Assignment

        Notwithstanding
          anything to the contrary in this agreement, except as provided in sections
          4.2,
          4.3 and 4.5, CMSI
          or


        
          
            
            

          

          
            108

            
              

            

          

          
            
            

          

        


        CitiMortgage
          may not assign this agreement without the prior consent of the Trustee
          and the
          holders of 2/3 of the outstanding certificates and 2/3 of the percentage
          interests of the outstanding residual certificates.

         

        10.9 Certificates
          nonassessable and fully paid

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

         

        11 Depositories

         

        11.1 Depositories

        CitiMortgage
          may transfer the certificate account, buydown account, if any, escrow account,
          custodial accounts for P&I or servicing account to a bank, savings and loan
          association or trust company organized under the laws of the United States
          or
          any State thereof (an “eligible depository”). Upon such transfer, such
          transferee bank, savings and loan association or trust company will be
          deemed to
          be a Depository for the transferred account or accounts. 

        For
          a
          Depository of the certificate account, buydown account, escrow account,
          custodial accounts for P&I or servicing account to satisfy the “rating
          requirement” 

        · its
          long-term debt obligations must be rated at least “A” by Fitch if Fitch is a
          rating agency, and 

        · its
          short-term debt obligations are rated at least “A-1+” by S&P if S&P is a
          rating agency, “F-1” by Fitch if Fitch is a rating agency, and “P-1” by Moody’s
          if Moody’s is a rating agency. 

        If
          a
          Depository ceases to satisfy the rating requirement, then within five business
          days after such cessation, CitiMortgage will 

        (A)
          transfer or direct the Trustee to transfer the certificate account, buydown
          account, escrow account, custodial accounts for P&I or servicing account to
          an eligible depository that satisfies the rating requirements, 

        (B)
          establish another account in the corporate trust department of the Trustee
          or if
          such Trustee satisfies the rating requirements, in any department of the
          Trustee
          (the “alternative certificate account,” “alternative buydown account,”
“alternative escrow account,” “alternative custodial accounts for P&I,” or
“alternative servicing account,” as the case may be) and transfer the funds from
          the buydown account to the alternative buydown account, direct CitiMortgage
          or a
          third-party servicer, as applicable, to remit in accordance with this agreement
          any funds deposited into the servicing account, escrow account or custodial
          accounts for P&I to the alternative servicing account, alternative escrow
          account or alternative custodial account for P&I, respectively, and direct
          CitiMortgage to remit in accordance with this agreement any funds deposited
          into
          the certificate account to the alternative certificate account, 

        (C)
          (i)
          cause the Depository to pledge securities in the manner provided by applicable
          law or (ii) pledge or cause to be pledged securities, which will be held
          by the
          Trustee or its agent free and clear of the lien of any third party, in
          a manner
          conferring on the Trustee a perfected first lien and otherwise reasonably
          satisfactory to the Trustee; such pledge in either case to secure the
          Depository’s performance of its obligations in respect of the certificate
          account, buydown account, escrow account, custodial accounts for P&I or
          servicing


        
          
            
            

          

          
            109

            
              

            

          

          
            
            

          

        


        account
          to the extent, if any, that such obligation is not fully insured by the
          FDIC;
          provided,
          however,
          that
          prior to the day a Depository or CitiMortgage, as the case may be, pledges
          securities pursuant to this subsection (C), CitiMortgage, any Insurer and
          the
          Trustee have received the written assurance of each rating agency that
          the
          pledging of such securities and any arrangements or agreements relating
          thereto
          will not result in a reduction or withdrawal of the then-current rating
          of the
          certificates (for any insured class certificates, without reference to
          any
          certificate insurance policy), 

        (D)
          establish an account or accounts or enter into an agreement so that the
          existing
          certificate account, buydown account, escrow account, custodial accounts
          for
          P&I or servicing account is supported by a letter of credit or some other
          form of credit support, which issuer of such letter of credit or other
          form of
          credit support has a long-term and short-term debt rating at least equal
          to the
          rating requirements; provided,
          however,
          that
          prior to the establishment of such an account or the entering into of such
          an
          agreement, CitiMortgage, any Insurer and the Trustee receive written assurance
          from each rating agency that the establishment of such an account or the
          entering into of such an agreement so that the existing certificate account,
          buydown account or servicing account is supported by a letter of credit
          or some
          other form of credit support will not result in a reduction or withdrawal
          of the
          then-current rating on the certificates (for an insured class certificates,
          without reference to a certificate insurance policy), 

        (E)
          establish another account which constitutes an Eligible Account, or


        (F)
          make
          such other arrangements as to which CitiMortgage, any Insurer and the Trustee
          have received prior written assurance from each rating agency that such
          arrangement will not result in a reduction or withdrawal of the then-current
          rating on the certificates. 

        If
          the
          rating on the certificates has been downgraded as a result of a rating
          downgrade
          of the Depository, for purposes of this paragraph, the then-current rating
          on
          the certificates will be the rating assigned to the certificates prior
          to any
          such downgrade (for any insured class certificates, without reference to
          any
          certificate insurance policy).

        


        




        
          
            
            

          

          
            110

            
              

            

          

          
            
            

          

        


         

        SIGNATURES
          AND ACKNOWLEDGMENTS

        Citicorp
          Mortgage Securities, Inc.

        


        


        


        By:
           /s/
          Daniel P. Hoffman      

        Daniel
          P.
          Hoffman

        President

        


        


        


        


        
          	
                  State
                    of Missouri

                	
                  )

                
	 	
                  )
                    ss.:

                
	
                  County
                    of St. Charles

                	
                  )

                


        

        


        On
          the
          23rd day of February 2007 before me, a notary public in and for the State
          of
          Missouri, personally appeared Daniel P. Hoffman, known to me who, being
          by me
          duly sworn, did depose and say that he is President of Citicorp Mortgage
          Securities, Inc., one of the parties that executed the foregoing instrument;
          and
          that he signed his name thereto by authority of the Board of Directors
          of said
          corporation.

        


        


        


        


        /s/
          Michelle E. Hines      

        Notary
          Public

        


        


        [Notarial
          Seal]


        
          
            
            

          

          
            111

            
              

            

          

          
            
            

          

        


        CitiMortgage,
          Inc.

        


        


        


        By:    /s/
          Jeffrey
          K. Sarni         

        Jeffrey
          K. Sarni

        Vice
          President

        


        


        


        


        
          	
                  State
                    of Missouri

                	
                  )

                
	 	
                  )
                    ss.:

                
	
                  County
                    of St. Charles

                	
                  )

                


        

        


        On
          the
          23rd day of February 2007 before me, a notary public in and for the State
          of
          Missouri, personally appeared Jeffrey K. Sarni, known to me who, being
          by me
          duly sworn, did depose and say that he is Vice President of CitiMortgage,
          Inc.,
          one of the parties that executed the foregoing instrument; and that he
          signed
          his name thereto by authority of the Board of Directors of said
          corporation.

        


        


        


        


        /s/
          Michelle E. Hines      

        Notary
          Public

        


        


        [Notarial
          Seal]


        
          
            
            

          

          
            112

            
              

            

          

          
            
            

          

        


        U.S.
          Bank National Association,

        in
          its
          individual capacity and as Trustee

        


        


        


        By:
           /s/
          Maryellen Hunter      

        Maryellen
          Hunter

          
    Assistant
          Vice President

        


        


        


        
          	
                  Commonwealth
                    of Massachusetts

                	
                  )

                
	 	
                  )
                    ss.:

                
	
                  County
                    of Suffolk

                	
                  )

                


        

        


        On
          the
          23rd day of February 2007 before me, a notary public in and for the Commonwealth
          of Massachusetts, personally appeared Maryellen Hunter known to me who,
          being by
          me duly sworn, did depose and say that he/she is Assistant Vice President
          of
          U.S. Bank National Association, a national banking association, one of
          the
          parties that executed the foregoing instrument; and that he/she signed
          his/her
          name thereto by authority of the Board of Directors of said bank.

        


        


        


        


        /s/
          Larry D. Snell      

        Notary
          Public

        


        


        [Notarial
          Seal]


        
          
            
            

          

          
            113

            
              

            

          

          
            
            

          

        


        Citibank,
          N.A.,

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

        


        


        


        By: /s/
          Nancy Forte          

        Nancy
          Forte

          
    Assistant
          Vice President

        


        


        


        
          	
                  State
                    of New York

                	
                  )

                
	 	
                  )
                    ss.:

                
	
                  County
                    of New York

                	
                  )

                


        

        


        On
          the
          26th day of February 2007 before me, a notary public in and for the State
          of New
          York, personally appeared Nancy Forte known to me who, being by me duly
          sworn,
          did depose and say that he/she is Assistant Vice President of Citibank,
          N.A., a
          national banking association, one of the parties that executed the foregoing
          instrument; and that he/she signed his/her name thereto by authority of
          the
          Board of Directors of said bank.

        


        


        


        


        /s/
          Zenaida Santiago      

        Notary
          Public

        


        


        [Notarial
          Seal]

        


      

       

       

       

       

      
        
          
          

        

        
          114

          
            

          

        

        
          
          

        

      

       

      

        SCHEDULE
          1

         

        


        SERVICING
          CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF
          COMPLIANCE

        


        


        
          	
                  Regulation
                    AB reference

                   

                	
                   

                  Servicing
                    criteria

                   

                	
                  Responsible
                    person(s)

                   

                
	 	
                   

                  General
                    servicing considerations

                   

                	 
	
                  1122(d)(1)(i)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(1)(ii)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(1)(iii)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(1)(iv)

                   

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

                   

                	
                  CitiMortgage

                   

                
	 	
                   

                  Cash
                    collection and administration

                   

                	 
	
                  1122(d)(2)(i)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(2)(ii)

                   

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

                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Paying Agent

                   

                
	
                  1122(d)(2)(iii)

                   

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

                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Paying Agent

                   

                
	
                  1122(d)(2)(iv)

                   

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

                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Paying Agent

                   

                


        

        


        Schedule
          1-1


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  1122(d)(2)(v)

                   

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

                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Paying Agent

                   

                
	
                  1122(d)(2)(vi)

                   

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.


                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Paying Agent

                   

                
	
                  1122(d)(2)(vii)
                    

                   

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

                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Paying Agent

                   

                
	 	
                   

                  Investor
                    remittances and reporting

                   

                	 
	
                  1122(d)(3)(i)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(3)(ii)

                   

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

                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Paying Agent

                   

                
	
                  1122(d)(3)(iii)

                   

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

                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Paying Agent

                   

                
	
                  1122(d)(3)(iv)

                   

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

                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Paying Agent

                   

                


        

        


        Schedule
          1-2


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	 	
                   

                  Pool
                    asset administration

                   

                	 
	
                  1122(d)(4)(i)
                    

                   

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

                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Custodian

                   

                
	
                  1122(d)(4)(ii)

                   

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

                   

                	
                  Citibank,
                    N.A., as Custodian

                   

                
	
                  1122(d)(4)(iii)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(iv)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(v)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(vi)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(vii)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(viii)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(ix)

                   

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

                   

                	
                  CitiMortgage

                   

                


        

        


        Schedule
          1-3


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  1122(d)(4)(x)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(xi)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(xii)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(xiii)

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(xiv)
                    

                   

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

                   

                	
                  CitiMortgage

                   

                
	
                  1122(d)(4)(xv)

                   

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

                   

                	
                  CitiMortgage

                  Citibank,
                    N.A., as Paying Agent

                   

                


        

        


        


        


        


        


        


        


        


        


        


        


        


        Schedule
          1-4


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        APPENDIX
          1

         

        TRANSFEREE’S
          AFFIDAVIT

         

        Transferee’s
          Affidavit

        Affidavit
          Pursuant to Section 

        860e(E)(4)
          of the Internal

        Revenue
          Code of 1986, As Amended

         

        STATE
          OF       )

                                  ):

        COUNTY
          OF   )

         

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

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

         

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

         

        3. That
          the
          Investor is not a “disqualified organization” within the meaning of Section
          860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Internal
          Revenue Code”) or an ERISA
          Prohibited holder, and will not be a “disqualified organization” or an
ERISA
          Prohibited holder as of [______,
          _______], and that the Investor is not acquiring a CMALT (CitiMortgage
          Alternative Loan Trust), Series 200[   ]-A[  ] REMIC
          Pass-Through Certificates, class [PR][LR][R]
          certificates (the “residual certificates”) for the account of, or as agent
          (including a broker, nominee or other middleman) for, any person or entity
          from
          which it has not received an affidavit substantially in the form of this
          affidavit. For these purposes, a “disqualified organization” means the United
          States, any state or political subdivision thereof, any foreign governments
          any
          international organization, any agency or instrumentality of any of the
          foregoing (other than an instrumentality if all of its activities are subject
          to
          tax and a majority of its board of directors is not appointed by such
          governmental entity), any cooperative organization furnishing electric
          energy or
          providing telephone service to persons in rural areas described in Internal
          Revenue Code Section 1381(a)(2)(C), or any organization (other than a farmers’
cooperative described in Internal Revenue Code Section 521) that is exempt
          from
          federal income tax unless such organization is subject to the tax on unrelated
          business income imposed by Internal Revenue Code Section 511. For these
          purposes, an “ERISA
          Prohibited holder” means an employee benefit plan the investment of which is
          regulated under Section 406 of the Employee Retirement Income Security
          Act of
          1974, as amended, or Internal Revenue Code Section 4975 or a governmental
          plan,
          as defined in Section 3(32) of ERISA,
          subject
          to any federal, state or local law which is, to a material extent, similar
          to
          the foregoing provisions of ERISA
          or the
          Internal Revenue Code (collectively, a “Plan”) or a person investing the assets
          of a Plan.

         

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

         

        5. That
          the
          Investor will not cause the income with respect to the residual certificates
          to
          be attributable to a foreign permanent establishment or fixed base, within
          the
          meaning of an applicable income tax treaty, of the Investor or any other
          person.

         

        6. That
          the
          Investor understands that it may incur tax liabilities with respect to
          the
          residual certificates
          in excess of cash flows generated by the residual certificates.

         

        7. That
          the
          Investor will not transfer the residual certificates to any person or entity
          as
          to which the Investor has actual knowledge that the requirements set forth
          in
          paragraphs 3, 4, 5 or 8 are not satisfied or that the Investor has reason
          to
          know does not satisfy the requirements set forth in paragraph 4.

        


        Appendix
          1 page 1


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        8. That
          the
          Investor (i) is not a Non-U.S. person or (ii) is a Non-U.S. person that
          holds
          the residual certificates in connection with the conduct of a trade or
          business
          within the United States and has furnished the transferor and the Trustee
          with
          an effective Internal Revenue Service Form W-8ECI
          or (iii)
          is a Non-U.S. person that has delivered to both the transferor and the
          Trustee
          an opinion of a nationally recognized tax counsel to the effect that the
          transfer of the residual certificates to it is in accordance with the
          requirements of the Internal Revenue Code and the regulations promulgated
          thereunder and that such transfer of the residual certificates will not
          be
          disregarded for federal income tax purposes. “Non-U.S. person” will mean an
          individual, corporation, partnership or other person other than a “U.S.
          person.” “U.S.
          person” will mean a citizen or resident of the United States, a corporation,
          partnership (except to the extent provided in applicable Treasury regulations)
          or other entity created or organized in or under the laws of the United
          States
          or any political subdivision thereof, an estate that is subject to U.S.
          federal
          income tax regardless of the source of its income or a trust if a court
          within
          the United States is able to exercise primary supervision over the
          administration of such trust, and one or more such U.S. persons have
          the
          authority to control all substantial decisions of such trust (or, to the
          extent
          provided in applicable Treasury regulations, certain trusts in existence
          on
          August 20, 1996 which are eligible to be treated as U.S. persons).

         

        9. That
          the
          Investor agrees to such amendments of the Pooling and Servicing Agreement
          dated
          as of [__________] 1, 200[   ] between Citicorp Mortgage
          Securities, Inc., CitiMortgage, Inc., and [Trustee] [and Paying Agent]
          (the
“Pooling and Servicing Agreement”) as may be required to further effectuate the
          restrictions on transfer of the residual certificates to such a “disqualified
          organization,” an agent thereof, an “ERISA
          Prohibited holder” or a person that does not satisfy the requirements of
          paragraphs 4, 5, 6 and 8.

         

        10. That
          the
          Investor consents to the irrevocable designation of CMSI
          as its
          agent to act as “tax matters person” of the REMIC
          pursuant
          to the Pooling and Servicing Agreement, and if such designation is not
          permitted
          by the Internal Revenue Code and applicable law, to act as tax matters
          person if
          requested to do so.

         

        11. Check
          one
          of the following:

        [_] The
          Investor has computed any consideration paid to it to acquire the residual
          certificates in accordance U.S. Treasury Regulations Sections 1.860E-1(c)(7)
          by
          computing present values using a discount rate equal to the short-term
          Federal
          rate prescribed by Section 1274(d) of the Code, compounded based on the
          period
          selected by the Investor.

        [_] The
          transfer of the residual certificates complies with U.S. Treasury Regulations
          Section 1.860E-1(c)(5) and, accordingly,

        (i) the
          Investor is an “eligible corporation,” as defined in U.S. Treasury Regulations
          Section 1.860E-1(c)(6)(i), as to which income from the residual certificates
          will only be taxed in the United States;

        (ii) at
          the
          time of the transfer, and at the close of the Investor's two fiscal years
          preceding the year of the transfer, the Investor had gross assets for financial
          reporting purposes (excluding any obligation of a person related to the
          Investor
          within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii),)
          in
          excess of $100 million and net assets in excess of $10 million;

        (iii) the
          Investor will transfer the residual certificates only to another “eligible
          corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
          in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
          (ii) and (iii) and 1.860E-1(c)(5); and

        (iv) the
          Investor determined the consideration paid to it to acquire the residual
          certificates based on reasonable market assumptions (including, but not
          limited
          to, borrowing and investment rates, prepayment and loss assumptions, expense
          and
          reinvestment assumptions, tax rates and other factors specific to the Investor)
          that it has determined in good faith.

        [_] None
          of
          the above.

         

        


         

         

        


         

         

        Appendix
          1 page 2

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        IN
          WITNESS WHEREOF, the Investor has caused this instrument to be executed
          on its
          behalf, pursuant to authority of its Board of Directors, by its [________]
          this
          ____ day of 200__.

         

        __________________

        


        By:_______________

        Name:

        Title:

         

        STATE
          OF       )

                                  ):

        COUNTY
          OF   )

         

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

        Subscribed
          and sworn to before me this ___ day of ________ 200__.

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

         

        


         

        Appendix
          1 page 3


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-1

        FORM
          OF OFFERED CERTIFICATES

        


        CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A2

        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: March 26, 2007

         

        last
          scheduled distribution date: February 25, [2022][2037]

         

        
          	
                  Unless
                    this certificate is presented by an authorized representative
                    of The
                    Depository Trust Company, a New York corporation (“DTC”) to Citicorp
                    Mortgage Securities, Inc. or its agent for registration of transfer,
                    exchange, or payment, and any certificate issued is registered
                    in the name
                    of Cede & Co. or such other name as requested by an authorized
                    representative of DTC (and any payment is made to Cede & Co. or such
                    other entity as is requested by an authorized representative
                    of DTC), any
                    transfer, pledge, or other use hereof for value or otherwise
                    by or to any
                    person is wrongful inasmuch as the registered owner hereof, Cede
&
                    Co., has an interest herein.

                   

                  Neither
                    this certificate nor the underlying mortgage loans are insured
                    or
                    guaranteed by the United States government, the Federal Deposit
                    Insurance
                    Corporation or any other governmental agency or instrumentality.
                    This
                    certificate does not represent an interest in or obligation of
                    Citicorp
                    Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate
                    thereof, or
                    their ultimate parent, Citigroup Inc.

                   

                


        

         

        THIS
          CERTIFIES THAT, for value received, Cede & Co. is the registered holder of
          the number of single certificates (each representing $1,000.00 initial
          principal
          balance or, if indicated, initial notional balance) of the class of certificates
          listed below.

         

        
          	
                   

                   

                  class

                	
                  initial
                    principal (or, if indicated, initial notional) balance

                	
                   

                   

                  certificate
                    rate

                	
                   

                   

                  number
                    of single certificates

                	
                   

                   

                  CUSIP

                	
                   

                   

                  ISIN

                
	
                   

                  [class]

                	
                   

                  $[number]

                	
                   

                  [rate]

                	
                   

                  [number]

                	
                   

                  [CUSIP]

                	
                   

                  [ISIN]

                


        

         

        A-1-1

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        This
          certificate represents an undivided beneficial ownership interest in the
          Trust
          Fund created pursuant to the Pooling and Servicing Agreement dated as of
          February 1, 2007 (the “Pooling Agreement”) between Citicorp Mortgage Securities,
          Inc., as Depositor, CitiMortgage, Inc., as Servicer and Master Servicer,
          U.S.
          Bank National Association, as Trustee, and Citibank, N.A. as Paying Agent,
          Certificate Registrar and Authentication Agent. Terms used in this certificate
          that are defined in the Pooling Agreement have the meanings assigned to
          them in
          the Pooling Agreement.

         

         

        This
          certificate is one of a duly authorized issue of certificates designated
          as
          CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
          Certificates, consisting of twenty senior classes, six subordinated classes
          and
          three classes of residual certificates.

         

         

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

         

         

        Certificates
          governed by Pooling Agreement

         

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

         

        


         

         

        Optional
          early termination

         

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

        


         

        Governing
          law

         

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

        


        


        


        


        A-1-2


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

         

        Authentication
          required

         

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

         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-1-3

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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

         

        


         

        CITICORP
          MORTGAGE SECURITIES, INC.

         

        


         

        


         

        By:_______________________________

        Daniel
          P.
          Hoffman

        President

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-1-4

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        This
          is
          one of the certificates referred to in the Pooling Agreement referred to
          above.

         

        


         

        U.S.
          BANK
          NATIONAL ASSOCIATION,

        as
          Trustee

         

        


         

        


         

        


         

        By:_______________________________

        Authorized
          Signatory

         

        


         

        or

         

        CITIBANK,
          N.A.,

        as
          Authenticating Agent for
          the
          Trustee,

         

        


         

        


         

        


         

        By:_______________________________

        Authorized
          Signatory

         

        


         

        Date:
          February 27, 2007

         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-1-5

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        ABBREVIATIONS

        


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

        


        TEN
          COM -
          as tenants in common

        TEN
          ENT -
          as tenants by the entireties

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

        


        UNIF
          GIFT
          MIN ACT - _______________ Custodian ____________________

        (Cust)    (Minor)

        Under
          Uniform Gifts to Minors Act ___________________________________

        (State)

        


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

        ______________________________________________________________________________

        


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

        


        PLEASE
          INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

        OF
          ASSIGNEE

        


        ________________________________________________________________

        ________________________________________________________________

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

        


        ________________________________________________________________

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

        


        ________________________________________________________________

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

        


        Dated: ________________ __________________________

        


        Signature
          Guaranteed by:_________________________________________

        


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

        


        A-1-6


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          A-2

        FORM
          OF CLASS A-IO CERTIFICATES

        


        CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A2

        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: March 26, 2007

         

        last
          scheduled distribution day: February 25, [2022][2037]

         

        


         

        
          	
                  This
                    certificate is an interest only certificate and is not entitled
                    to
                    distributions of principal.

                   

                  The
                    notional balance of this certificate is subject to reduction
                    from time to
                    time. Accordingly, the outstanding notional balance of this certificate
                    at
                    any time may be less than its initial notional
                    balance.

                   

                  Neither
                    this certificate nor the underlying mortgage loans are insured
                    or
                    guaranteed by the United States government, the Federal Deposit
                    Insurance
                    Corporation or any other governmental agency or instrumentality.
                    This
                    certificate does not represent an interest in or obligation of
                    Citicorp
                    Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate
                    thereof, or
                    their ultimate parent, Citigroup Inc.

                   

                


        

        


         

        THIS
          CERTIFIES THAT, for value received, CitiMortgage, Inc. is the registered
          holder
          of the number of single certificates (each representing $1,000.00 initial
          notional balance) set forth above. Each certificate represents an undivided
          beneficial ownership interest in the Trust Fund created pursuant to the
          Pooling
          and Servicing Agreement dated as of February 1, 2007 (the “Pooling Agreement”)
          between Citicorp Mortgage Securities, Inc., as Depositor, CitiMortgage,
          Inc., as
          Servicer and Master Servicer, U.S. Bank National Association, as Trustee,
          and
          Citibank, N.A. as Paying Agent, Certificate Registrar and Authentication
          Agent.
          Terms used in this certificate that are defined in the Pooling Agreement
          have
          the meanings assigned to them in the Pooling Agreement.

        


        A-2-1


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        This
          certificate is one of a duly authorized issue of certificates designated
          as
          CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
          Certificates, consisting of twenty senior classes, six subordinated classes
          and
          three classes of residual certificates.

         

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

         

        


         

         

        Certificates
          governed by Pooling Agreement

         

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

         

        


         

         

        Optional
          early termination

         

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

        


         

        Governing
          law

         

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

        


        


        


        


        A-2-2


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

         

        Authentication
          required

         

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

         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-2-3

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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

         

        


         

        CITICORP
          MORTGAGE SECURITIES, INC.

         

        


         

        


         

        By:_______________________________

        Daniel
          P.
          Hoffman

        President

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-2-4

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        This
          is
          one of the certificates referred to in the Pooling Agreement referred to
          above.

         

        


         

        U.S.
          BANK
          NATIONAL ASSOCIATION,

        as
          Trustee

         

        


         

        


         

        


         

        By:_______________________________

        Authorized
          Signatory

         

        


         

        or

         

        CITIBANK,
          N.A.,

        as
          Authenticating Agent for
          the
          Trustee,

         

        


         

        


         

        


         

        By:_______________________________

        Authorized
          Signatory

         

        


         

        Date:
          February 27, 2007

         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-2-5

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ABBREVIATIONS

        


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

        


        TEN
          COM -
          as tenants in common

        TEN
          ENT -
          as tenants by the entireties

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

        


        UNIF
          GIFT
          MIN ACT - _______________ Custodian ____________________

        (Cust)    (Minor)

        Under
          Uniform Gifts to Minors Act ___________________________________

        (State)

        


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

        ________________________________________________________________________

        


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

        


        PLEASE
          INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

        OF
          ASSIGNEE

        ________________________________________________________________

        ________________________________________________________________

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

        


        ________________________________________________________________

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

        


        ________________________________________________________________

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

        


        Dated: ________________ __________________________

        


        Signature
          Guaranteed by:_________________________________________

        


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

        A-2-6


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-3

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

        


        CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A2

        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: March 26, 2007

         

        last
          scheduled distribution day: February 25, 2037

         

        
          	
                  This
                    class B-[4][5][6] certificate is subordinated in right of payments
                    to the
                    class A, B-1, B-2[,][and] B-3[,] [and] [B-4] [and B-5] certificates,
                    as
                    described in the Pooling Agreement referred to
                    below.

                   

                  Principal
                    is paid on this certificate in accordance with the terms of the
                    Pooling
                    Agreement. Accordingly, at any time the outstanding principal
                    balance of
                    this certificate may be less than its initial principal
                    balance.

                   

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

                   

                


        

        


        


        A-3-1


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


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

                   

                  Neither
                    this certificate nor the underlying mortgage loans are insured
                    or
                    guaranteed by the United States government, the Federal Deposit
                    Insurance
                    Corporation or any other governmental agency or instrumentality.
                    This
                    certificate does not represent an interest in or obligation of
                    Citicorp
                    Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate
                    thereof, or
                    their ultimate parent, Citigroup Inc.

                   

                


        

         

        THIS
          CERTIFIES THAT, for value received, Credit
          Suisse Securities (USA) LLC 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 February 1,
          2007
          (the “Pooling Agreement”) between Citicorp Mortgage Securities, Inc., as
          Depositor, CitiMortgage, Inc., as Servicer and Master Servicer, U.S. Bank
          National Association, as Trustee, and Citibank, N.A. as Paying Agent,
          Certificate Registrar and Authentication Agent. Terms used in this certificate
          that are defined in the Pooling Agreement have the meanings assigned to
          them in
          the Pooling Agreement.

         

         

        This
          certificate is one of a duly authorized issue of certificates designated
          as
          CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
          Certificates, consisting of twenty senior classes, six subordinated classes
          and
          three classes of residual certificates.

         

         

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

         

         

        Certificates
          governed by Pooling Agreement

         

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

         

        


         

        


         

        A-3-2


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        Optional
          early termination

         

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

         

        Governing
          law

         

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

         

         

        Authentication
          required

         

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

         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-3-3

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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

         

        


         

        CITICORP
          MORTGAGE SECURITIES, INC.

         

        


         

        


         

        By:_______________________________

        Daniel
          P.
          Hoffman

        President

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-3-4

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        This
          is
          one of the certificates referred to in the Pooling Agreement referred to
          above.

         

        


         

        U.S.
          BANK
          NATIONAL ASSOCIATION,

        as
          Trustee

         

        


         

        


         

        


         

        By:_______________________________

        Authorized
          Signatory

         

        


         

        or

         

        CITIBANK,
          N.A.,

        as
          Authenticating Agent for
          the
          Trustee,

         

        


         

        


         

        


         

        By:_______________________________

        Authorized
          Signatory

         

        


         

        Date:
          February 27, 2007

         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-3-5

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ABBREVIATIONS

        


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

        


        TEN
          COM -
          as tenants in common

        TEN
          ENT -
          as tenants by the entireties

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

        


        UNIF
          GIFT
          MIN ACT - _______________ Custodian ____________________

        (Cust)    (Minor)

        Under
          Uniform Gifts to Minors Act ___________________________________

        (State)

        


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

        ________________________________________________________________________

        


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

        


        PLEASE
          INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

        OF
          ASSIGNEE

        


        ________________________________________________________________

        ________________________________________________________________

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

        


        ________________________________________________________________

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

        


        ________________________________________________________________

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

        


        Dated: ________________ __________________________

        


        Signature
          Guaranteed by:_________________________________________

        


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

        


        A-3-6


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-4

        FORM
          OF RESIDUAL CLASS CERTIFICATES

        


        CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A2

        REMIC
          Pass-Through Certificates

        Residual
          Class [PR][LR][R] Certificate

        


        representing
          an ownership interest in a trust fund consisting

        primarily
          of mortgage loans acquired by 

        


        CITICORP
          MORTGAGE SECURITIES, INC.

        


        
          	
                  certificate
                    no. 1

                   

                	
                  100%
                    percentage interest

                   

                


        

        


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

                   

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

                   

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

                   

                


        

        A-4-1


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  investigation
                    of the financial condition of the transferee and either transfer
                    this
                    certificate at a specified minimum price or transfer this certificate
                    to
                    an eligible transferee.

                   

                  Neither
                    this certificate nor the underlying mortgage loans are insured
                    or
                    guaranteed by the United States government, the Federal Deposit
                    Insurance
                    Corporation or any other governmental agency or instrumentality.
                    This
                    certificate does not represent an interest in or obligation of
                    Citicorp
                    Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate
                    thereof, or
                    their ultimate parent, Citigroup Inc.

                   

                


        

        


         

        THIS
          CERTIFIES THAT, for value received, [CitiMortgage, Inc.][Citicorp Mortgage
          Securities, Inc.] is the registered holder of the percentage interest set
          forth
          above, representing an ownership interest in the Trust Fund created pursuant
          to
          the Pooling and Servicing Agreement dated as of February 1, 2007 (the “Pooling
          Agreement”) between Citicorp Mortgage Securities, Inc., as Depositor,
          CitiMortgage, Inc., as Servicer and Master Servicer, U.S. Bank National
          Association, as Trustee, and Citibank, N.A. as Paying Agent, Certificate
          Agent
          and Authentication Agent. Terms used in this certificate that are defined
          in the
          Pooling Agreement have the meanings assigned to them in the Pooling
          Agreement.

         

         

        This
          certificate is one of a duly authorized issue of certificates designated
          as
          CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
          Certificates, consisting of twenty senior classes, six subordinated classes
          and
          three classes of residual certificates.

         

         

        Certificates
          governed by Pooling Agreement

         

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

         

         

        U.S.
          federal income tax information

         

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

         

        A-4-2

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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

         

         

        Governing
          law

         

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

         

         

        Authentication
          required

         

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

         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-4-3

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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

         

        


         

        CITICORP
          MORTGAGE SECURITIES, INC.

         

        


         

        


         

        By:_______________________________

        Daniel
          P.
          Hoffman

        President

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-4-4

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        This
          is
          one of the certificates referred to in the Pooling Agreement referred to
          above.

         

        


         

        U.S.
          BANK
          NATIONAL ASSOCIATION,

        as
          Trustee

         

        


         

        


         

        


         

        By:_______________________________

        Authorized
          Signatory

         

        


         

        or

         

        CITIBANK,
          N.A.,

        as
          Authenticating Agent for
          the
          Trustee,

         

        


         

        


         

        


         

        By:_______________________________

        Authorized
          Signatory

         

        


         

        Date:
          February 27, 2007

         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        


         

        A-4-5

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ABBREVIATIONS

        


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

        


        TEN
          COM -
          as tenants in common

        TEN
          ENT -
          as tenants by the entireties

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

        


        UNIF
          GIFT
          MIN ACT - _______________ Custodian ____________________

        (Cust)    (Minor)

        Under
          Uniform Gifts to Minors Act ___________________________________

        (State)

        


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

        ______________________________________________________________________________

        


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

        


        PLEASE
          INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

        OF
          ASSIGNEE

        


        ________________________________________________________________

        ________________________________________________________________

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

        


        ________________________________________________________________

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

        


        ________________________________________________________________

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

        


        Dated: ________________ __________________________

        


        Signature
          Guaranteed by:_________________________________________

        


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

        


        A-4-6


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        


        EXHIBIT
          B-1

        


        MORTGAGE
          LOAN SCHEDULE

        


        


        


        


        


        


        


        


        


        


        


        


        


        DEEMED
          INCORPORATED

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        B-1


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B-2

        


        MORTGAGE
          LOAN SCHEDULE

        


        


        


        


        


        


        


        


        


        


        


        


        


        DEEMED
          INCORPORATED

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        B-2


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          C

         

        FORM
          OF MORTGAGE DOCUMENT CUSTODIAL AGREEMENT

         

        


        MORTGAGE
          DOCUMENT CUSTODIAL AGREEMENT

        February
          1, 2007

        


         

        PARTIES

         

        	·  	
                U.S.
                  Bank National Association,
                  a
                  national banking association,
                  as trustee (the
                  Trustee)

              


        	·  	
                Citibank,
                  N.A.,
                  a
                  national banking association (Citibank)

              


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

              


        	·  	
                CitiMortgage,
                  Inc.,
                  as Servicer and Master Servicer (CitiMortgage)

              


         

        BACKGROUND

         

        The
          Trustee, CMSI,
          CitiMortgage
          and Citibank are entering into a Pooling and Servicing Agreement dated
          February
          1, 2007 relating to CMALT (CitiMortgage Alternative Loan Trust), Series
          2007-A2
REMIC
          Pass-Through Certificates (the Pooling
          Agreement).
          Unless
          otherwise stated, terms defined in the Pooling Agreement are used in this
          agreement with the same meaning.

        Pursuant
          to the Pooling Agreement, 

        	·  	
                CMSI
                  will sell to the Trustee, without recourse, the mortgage loans
                  identified
                  in exhibit B to the Pooling Agreement,
                  and

              


        	·  	
                Citibank
                  has been designated as Mortgage Document Custodian and Mortgage
                  Note
                  Custodian.

              


         

        AGREEMENT

         

        1 Appointment
          as Custodian; Acknowledgment of Receipt 

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

        (b)
          CMSI
          has
          delivered to Citibank, as Custodian, the Mortgage Files, including the
          Mortgage
          Notes referred to in section 2.1 of the Pooling Agreement. Citibank acknowledges
          receipt of the Pooling Agreement and the Mortgage Files. 

        From
          time
          to time, CitiMortgage will forward to Citibank additional documents evidencing
          an assumption or modification of a mortgage loan, and Citibank will hold
          such
          documents in the related Mortgage File in accordance with this agreement
          and the
          Pooling Agreement.

        (c)
          CitiMortgage
          will pay the reasonable custodial fees and expenses of Citibank or its
          successor, including the Trustee if the Trustee holds any Mortgage Files
          directly as Custodian. 

        (d)
          Upon
          CitiMortgage’s receipt of notice from Citibank or the Trustee that Citibank has
          breached this agreement or the Pooling Agreement, CitiMortgage will cause
          Citibank to comply with this agreement and the Pooling Agreement.

        


        C-1


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        MORTGAGE
          DOCUMENT CUSTODIAL AGREEMENT

        February
          1, 2007

        


         

        2 Maintenance
          of office

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

         

        3 Duties
          of Custodian 

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

        (a) Safekeeping.
          Citibank will 

        	·  	
                identify
                  each Mortgage File by loan number, address of mortgaged property,
                  and name
                  of Mortgagor, 

              


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


              


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

              


        	·  	
                maintain
                  accurate records pertaining to Mortgages in the Mortgage Files
                  as will
                  enable the Trustee to comply with the terms and conditions of the
                  Pooling
                  Agreement, and

              


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

              


        Citibank
          will promptly report to the Trustee and CitiMortgage any failure on its
          part to
          hold the Mortgage Files as herein provided and will promptly take appropriate
          action to remedy any such failure.

        (b) Release
          of Files.
          Citibank is authorized, upon receipt of a direction from the Trustee pursuant
          to
          section 3.13, “Release of Mortgage Files,” of the Pooling Agreement, to release
          to CitiMortgage or its designee, as directed, the Mortgage File or the
          documents
          set forth in such direction. All documents so released will be held by
          the
          recipient in trust for the benefit of the Trustee in accordance with the
          Pooling
          Agreement. Such Mortgage Files will be returned to Citibank when the need
          therefor in connection with foreclosure or servicing no longer exists,
          unless
          the mortgage loan is liquidated or paid in full. Citibank is also authorized
          to
          release any Mortgage or Mortgage Note to CMSI
          after
          purchase by CMSI
          of the
          related mortgage loan or the property securing such mortgage loan, all
          as
          provided in, and subject to the provisions of, the Pooling
          Agreement.

        


        


        


        


        


        


        


        C-2


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        MORTGAGE
          DOCUMENT CUSTODIAL AGREEMENT

        February
          1, 2007

        


        (c) Review
          of Mortgage Files; Administration; Reports.
          Citibank will attend to all non-discretionary details in connection with
          maintaining custody of the Mortgage Files, including reviewing each Mortgage
          File within 90 days after issuance of the certificates, ascertaining that
          all
          documents required to be delivered pursuant to section 2.1, “Transfer of
          mortgage loans,” of the Pooling Agreement have been executed, received and
          recorded, if applicable, and, in connection therewith, delivering, in electronic
          form, such reports and certifications to the Trustee and CMSI
          as are
          required by the Pooling Agreement. If in the course of such review, or
          if at any
          time during the term of this agreement, Citibank determines that a document
          or
          documents constituting part of a Mortgage File is defective or missing,
          it will
          promptly so notify, in electronic form, the Trustee and CitiMortgage in
          accordance with the provisions of section 2.3, “Repurchase or substitution of
          mortgage loans,” of the Pooling Agreement, and will, within 30 days thereafter,
          provide the Trustee with an updated report certifying as to the completeness
          of
          the Mortgage File, with any applicable exceptions noted thereon. Citibank
          will
          assist the Trustee and CitiMortgage generally in the preparation of reports
          (including by providing information reasonably requested as necessary to
          such
          preparation) to certificate holders or to regulatory bodies to the extent
          necessitated by Citibank's custody of the Mortgage Files.

        (d) Successor
          trustees.
          Citibank will, in accordance with section 8.8. “Successor trustee,” of the
          Pooling Agreement, amend this agreement to make a successor Trustee the
          successor to the predecessor Trustee under this agreement.

         

        4 Access
          to Records

        Subject
          to section 3(b), upon not less than three days’ notice, Citibank will permit the
          Trustee, CitiMortgage or any Subservicer appointed by CitiMortgage or their
          duly
          authorized representatives, attorneys or auditors to inspect the Mortgage
          Files
          and the books and records maintained by Citibank pursuant hereto at such
          times
          as the Trustee, CitiMortgage or any Subservicer may reasonably request,
          subject
          only to compliance by the Trustee, CitiMortgage or any Subservicer with
          the
          security procedures of Citibank applied by Citibank to its own employees
          having
          access to these and similar records.

         

        5 Instructions;
          Authority to Act

        Citibank
          will be deemed to have received proper instructions with respect to the
          Mortgage
          Files upon its receipt of written instructions signed by a Responsible
          Officer
          of the Trustee or a Servicing Officer of the Servicer. A certified copy
          of a
          resolution of the Board of Directors of the Trustee may be accepted by
          Citibank
          as conclusive evidence of the authority of any such officer to act and
          may be
          considered as in full force and effect until receipt of written notice
          to the
          contrary by Citibank from the Trustee, CitiMortgage or any Subservicer.
          Such
          instructions may be general or specific in terms. Citibank may rely upon
          and
          will be protected in acting in good faith upon any such written instructions
          received by it and which it reasonably believes to be genuine and duly
          authorized with respect to all matters pertaining to this agreement and
          its
          duties hereunder.

        


        


        C-3


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        MORTGAGE
          DOCUMENT CUSTODIAL AGREEMENT

        February
          1, 2007

        


         

        6 Indemnification
          

        (a)
          Citibank will indemnify the Trustee for any and all liabilities, obligations,
          losses, damages, payments, costs or expenses of any kind whatsoever which
          may be
          imposed on, incurred or asserted against the Trustee as the result of any
          act or
          omission in any way relating to the maintenance and custody by Citibank
          of the
          Mortgage Files; provided,
          however,
          that
          Citibank will not be liable for any portion of any such amount resulting
          from
          the gross negligence or willful misconduct of the Trustee.

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

         

        7 Limitation
          of Custodian’s Liabilities and Duties

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

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

        (c) Any
          other
          provision of this agreement to the contrary notwithstanding, Citibank will
          have
          no notice, and will not be bound by any of the terms and conditions of
          any other
          document or agreement executed or delivered in connection with, or intended
          to
          control any part of, the transactions anticipated by or referred to in
          this
          agreement unless Citibank is a signatory party to that document or agreement.
          Notwithstanding the foregoing sentence, Citibank will be deemed to have
          notice
          of the terms and conditions (including without limitation definitions not
          otherwise set forth in full in this agreement) of other documents and agreements
          executed or delivered in connection with, or intended to control any part
          of,
          the transactions anticipated by or referred to in this agreement, to the
          extent
          such terms and provisions are referenced, or are incorporated by reference,
          into
          this agreement only as long as the Trustee or CitiMortgage will have provided
          a
          copy of any such document or agreement to Citibank.

        (d) Citibank’s
          rights and obligations will only be such as are expressly set forth in
          this
          agreement or the Pooling Agreement. In no event will Citibank be obligated
          to
          ascertain or take action except as expressly provided in this agreement
          or the
          Pooling Agreement.

        


        


        C-4


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        MORTGAGE
          DOCUMENT CUSTODIAL AGREEMENT

        February
          1, 2007

        


        (e) Nothing
          in this agreement will be deemed to impose on Citibank any obligation to
          qualify
          to do business in any jurisdiction, other than (i) a jurisdiction where a
          Mortgage File is or may be held by Citibank, and (ii) where failure to
          qualify could have a material adverse effect on Citibank or its property
          or
          business or on the ability of Citibank to perform it duties
          hereunder.

        (f) Subject
          to section 3, under no circumstances will Citibank be obligated to verify
          the
          authenticity of any signature on any of the documents received or examined
          by it
          in connection with this agreement or the authority or capacity of any person
          to
          execute or issue such document, nor will Citibank be responsible for the
          value,
          form, substance, validity, perfection (other than by taking and continuing
          possession of the Mortgage Files), priority, effectiveness or enforceability
          of
          any of such documents, nor will Citibank be under a duty to inspect, review
          or
          examine the documents to determine whether they are appropriate for the
          represented purpose or that they have been actually recorded or that they
          are
          other than what they purport to be on their face.

        (g) Citibank
          will have no duty to ascertain whether or not any cash amount or payment
          has
          been received by the Trustee, the CMSI
          or any
          third person.

        (h) Citibank
          may assign its rights and obligations under this agreement , in whole or
          in
          part, to any Affiliate; however, Citibank will notify CMSI,
          CitiMortgage
          and the Trustee of any such assignment. Citibank may not assign its rights
          or
          obligations under this agreement, in whole or in part, to any other entity
          without the prior written consent of CMSI,
          CitiMortgage and the Trustee, which consent will not be unreasonably withheld.
          An "Affiliate" is an entity that directly or indirectly controls, is controlled
          by or is under common control with Citibank. Notwithstanding any such
          assignment, Citibank will remain liable for all of its obligations under
          this
          agreement unless the assignment has been approved by CMSI,
          CitiMortgage and the Trustee.

        (i) Subject
          to section 6, “Indemnification,” neither Citibank nor any of its Affiliates,
          directors, officers, agents, and employees will be liable for

        	·  	
                any
                  action or omission to act hereunder except for its own or such
                  person’s
                  gross negligence, willful misconduct, breach of this agreement
                  or
                  violation of applicable law, or

              


        	·  	
                any
                  special, indirect, punitive or consequential damages resulting
                  from any
                  action taken or omitted to be taken by it or them hereunder or
                  in
                  connection herewith even if advised of the possibility of such
                  damages.

              


        (j) Citibank
          will not be required to expend or risk its own funds or otherwise incur
          any
          financial liability in the performance of any of its duties under this
          Agreement
          or the Pooling Agreement or in the exercise of any of its rights and
          obligations, if, in its sole judgment, it will believe that repayment of
          such
          funds or adequate indemnity against such risk or liability is not assured
          to
          it.

        (k) Citibank
          will not be responsible for delays or failures in performance resulting
          from
          acts beyond its control, such as acts of God, strikes, lockouts, riots,
          acts of
          war or terrorism, epidemics, nationalization, expropriation, currency
          restrictions, governmental regulations superimposed after the fact, fire,
          communication line failures, computer viruses, power failures, earthquakes
          or
          other disasters.

        


        C-5


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        MORTGAGE
          DOCUMENT CUSTODIAL AGREEMENT

        February
          1, 2007

        


        (l) Any
          entity into which Citibank may be merged or converted or with which it
          may be
          consolidated, or any entity resulting from any merger, conversion or
          consolidation to which Citibank will be a party, or any entity succeeding
          to the
          business of Citibank, will be the successor of Citibank hereunder, without
          the
          execution or filing of any paper or any further act on the part of any
          of the
          parties hereto, anything herein to the contrary notwithstanding.

         

        8. Advice
          of Counsel 

        Citibank
          may rely and act upon advice of counsel with respect to its performance
          as
          Custodian, and will not be liable for any action it reasonably takes pursuant
          to
          such advice, provided that such action is not in violation of applicable
          federal
          or state law.

         

        9. Effective
          Period, Termination and Amendment, and Interpretive and Additional Provisions
          

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

        At,
          or as
          soon as practicable after, the termination of this agreement, Citibank
          will
          deliver the Mortgage Files to the successor Custodian at such place as
          the
          successor Custodian reasonably designates. 

         

        10. Binding
          Arbitration 

        Any
          misunderstanding or dispute between Citibank and CMSI
          or
          CitiMortgage arising
          out of this agreement will be settled through consultation and negotiation
          in
          good faith and a spirit of mutual cooperation. However, if these attempts
          fail,
          such misunderstandings or disputes will be decided by binding arbitration
          conducted, upon request by either of them, in New York, New York, before
          a
          single arbitrator designated by the American Arbitration Association (the
          AAA),
          in
          accordance with the terms of the Commercial Arbitration Rules of the
AAA,
          and to
          the maximum extent applicable, the United States Arbitration Act (Title
          9 of the
          United States Code). Notwithstanding anything herein to the contrary, either
          Citibank, CMSI
          or
          CitiMortgage may
          proceed to a court of competent jurisdiction to obtain equitable relief
          at any
          time. An arbitrator may not award punitive damages or other damages not
          measured
          by the prevailing party’s actual damages. To the maximum extent practicable, an
          arbitration proceeding under this agreement will be concluded within 180
          days of
          the filing of the dispute with the AAA.
          This
          arbitration clause will survive any termination or expiration of this agreement
          and if any term, covenant, condition or provision of this arbitration clause
          is
          found to be unlawful, invalid or unenforceable, the remaining parts of
          the
          arbitration clause will not be affected thereby and will remain fully
          enforceable.

        


        C-6


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        MORTGAGE
          DOCUMENT CUSTODIAL AGREEMENT

        February
          1, 2007

        


         

        11. Governing
          Law 

        This
          agreement will be governed by, and construed in accordance with, the laws
          of the
          State of New York.

         

        12. Notice
          

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

        	·  	
                to
                  the Trustee at One Federal Street, 3rd Floor, Boston, Massachusetts
                  02110,
                  Attention: Corporate Trust Services, 

              


        	·  	
                to
                  Citibank, N.A. at 5280 Corporate Drive, M/C 0005, Frederick, Maryland
                  21703, Attention: Loretta Badgett, with a copy to Eric K. Kawamura,
                  Vice
                  President & General Counsel, Citibank, N.A., One Sansome St., 19th
                  fl., San Francisco, California 94104, tel: (415) 658-4371, fax:
                  (415)
                  658-4294, and

              


        	·  	
                to
                  CMSI
                  or
                  CitiMortgage at 1000 Technology Drive, O’Fallon, Missouri 63368,
                  Attention: Daniel P. Hoffman,

              


        or
          to
          such other address as the Trustee, Citibank, CMSI
          or
          CitiMortgage subsequently specifies in writing to the other parties. Notices
          or
          other writings will be effective only upon receipt.

         

        13. Binding
          Effect

        This
          agreement will be binding upon and will inure to the benefit of the Trustee
          and
          Citibank and their respective successors and permitted assigns. Concurrently
          with the appointment of a successor trustee as provided in section 8.8
          of the
          Pooling Agreement, the Trustee, CMSI,
          CitiMortgage
          and Citibank will amend this agreement to make the successor trustee the
          successor to the Trustee under this agreement.

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        C-7


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        MORTGAGE
          DOCUMENT CUSTODIAL AGREEMENT

        February
          1, 2007

        


        SIGNATURES

        


        


        U.S.
          BANK
          NATIONAL ASSOCIATION,

        as
          Trustee under the Pooling Agreement

        


        


        By:_______________________________

        Name:

        Title:

        


        


        CITIBANK,
          N.A.

        as
          Custodian

        


        


        By:_______________________________

        Name:

        Title:

        


        


        CITICORP
          MORTGAGE SECURITIES, INC.

        


        


        By:_______________________________

        Name: 

        Title: 

        


        


        CITIMORTGAGE,
          INC.

        


        


        By:_______________________________

        Name: 

        Title: 

        


        


        


        


        


        C-8


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          D

        FORM
          OF PURCHASER LETTER

         

        


        [Purchaser]

        [Date]

        Citicorp
          Mortgage Securities, Inc.

        1000
          Technology Drive

        O’Fallon,
          Missouri 63368

        


        Citibank,
          N.A.

        Agency
          & Trust

        111
          Wall
          Street, 15th Floor

        New
          York,
          New York 10005

        Attn:
          Securities Window

        


        Ladies
          and Gentlemen:

        


        In
          connection with the purchase by us of $_____________________ initial
          principal balance of the CMALT (CitiMortgage Alternative Loan Trust), Series
          2007-A2 REMIC Pass-Through Certificates class B-[4][5][6] certificates,
          we
          confirm that:

        


        1.
          We
          understand that the class B-[4][5][6] certificates are not being registered
          under the Securities Act of 1933, as amended (the "Securities Act") or
          any state
          securities or "blue sky" laws and are being transferred to us in a transaction
          that is exempt from the registration requirements of the Securities Act
          and any
          such laws.

        


        2.
          We
          (check one)

        


        [_]
          have
          such knowledge and experience in financial and business matters as to be
          capable
          of evaluating the merits and risks of investment in the class B-[4][5][6]
          certificates, we are able to bear the economic risk of investment in the
          class
          B-[4][5][6] certificates and we are an accredited investor as defined in
          Regulation D under the Securities Act. We have such knowledge and experience
          in
          financial and business matters, specifically in the field of mortgage related
          securities, as to be able to evaluate the risk of purchasing a certificate
          which
          is subordinate in right of payment, and we have direct, personal and significant
          experience in making investments in mortgage related securities. If we
          are
          non-institutional investors, our net worth (exclusive of our primary residence)
          is at least $1,000,000.

        


        [_]
          are
          "Qualified Institutional Buyers" within the meaning of Rule 144A promulgated
          under the Securities Act.

        


        3.
          We
          will acquire the class B-[4][5][6] certificates for our own account or
          for
          accounts as to which we exercise sole investment discretion and not with
          a view
          to any distribution of the class B-[4][5][6] certificates, subject,
          nevertheless, to the understanding that disposition of our property shall
          at all
          times be and remain within our control.

        


        4.
          We
          agree that our class B-[4][5][6] certificates must be held indefinitely
          by us
          unless subsequently registered under the Securities Act and any applicable
          state
          securities or "blue sky" laws or unless exemptions from the registration
          requirements of the Securities Act and such laws are available.

        


        D-1


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


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

        


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

        


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

        


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

        


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

        


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

        


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

        


        Very
          truly yours,

        


        [Name
          of
          Purchaser]

        


        


        By:*_____________________

        Name:

        Title:

        ___________________

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

        


        


        D-2


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          E

        FORM
          OF ERISA LETTER

         

        


        [Purchaser]

        


        [Date]

        


        Citicorp
          Mortgage Securities, Inc.

        1000
          Technology Drive

        O’Fallon,
          Missouri 63368

        


        Citibank,
          N.A.

        Agency
          & Trust

        111
          Wall
          Street, 15th Floor

        New
          York,
          New York 10005

        Attn:
          Securities Window

        


        


        Ladies
          and Gentlemen:

        


        In
          connection with the purchase by us of $_______________ initial principal
          balance
          of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC
          Pass-Through Certificates class B-[4][5][6] certificates we confirm
          that:

        


        We
          (check
          one)

        


        [_]
          are
          not an employee benefit plan subject to the fiduciary responsibility provisions
          of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
          or
          Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code")
          or
          any governmental plan, as defined in Section 3(32) of ERISA, subject to
          any
          federal, state or local law ("Similar Law") which is, to a material extent,
          similar to the foregoing provisions of ERISA or the Code (collectively,
          a
          "Plan"), an agent acting on behalf of a Plan, or a person utilizing the
          assets
          of a Plan or

        


        [_]
          are
          an insurance company and the source of funds used to purchase the certificates
          is an "insurance company general account" (as such term is defined in Section
          V
          (e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed.
          Reg.
          35925 July 12, 1995) and there is no plan with respect to which the amount
          of
          such general account's reserves and liabilities for the contract (s) held
          by or
          on behalf of such Plan and all other plans maintained by the same employer
          (or
          affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the
          same
          employee organization, exceed 10% of the total of all reserves and liabilities
          of such general account (as such amounts are determined under Section I
          (a) of
          PTE 95-60) at the date of acquisition or

        


        


        E-1


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        [_]
          have
          provided a "Benefit Plan Opinion" satisfactory to Citicorp Mortgage Securities,
          Inc. and the Trustee of the trust fund. A Benefit Plan Opinion is an opinion
          of
          counsel to the effect that the proposed transfer will not (a) cause the
          assets
          of the trust fund to be regarded as "plan assets" and subject to the fiduciary
          responsibility provisions of ERISA or the prohibited transaction provisions
          of
          the Code or Similar Law, (b) give rise to a fiduciary duty under ERISA,
          Section
          4975 of the Code or Similar Law on the part of Citicorp Mortgage Securities,
          Inc., the Servicer or the Trustee with respect to any Plan, or (c) constitute
          a
          prohibited transaction under ERISA or Section 4975 of the Code or Similar
          Law.

        


        [The
          certificates will be registered in the name of [Nominee Name] but the
          undersigned will be the beneficial owner thereof.]

        


        


        


        Very
          truly yours,

        


        [Name
          of
          Purchaser]

        


        


        


        By:*________________________

        Name:

        Title:

        ____________________

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

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        E-2


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          F

        FORM
          OF YIELD MAINTENANCE AGREEMENT

         

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        F-1

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      

        .

        Novation
          Confirmation

        


        Date: 27
          February 2007

        


        
          	
                  To:
                    

                	
                  U.S.
                    Bank National Association, not in its individual capacity but
                    as Trustee
                    on behalf of the Trust created under the Pooling and Servicing
                    Agreement
                    in respect of the CMALT (CitiMortgage Alternative Loan Trust),
                    Series
                    2007-A2 REMIC Pass-Through
                    Certificates

                


        

        


        To: Credit
          Suisse Management LLC

         

        From:
           Credit
          Suisse International (“CSIN”)

        


        Re:
           Novation
          Transaction

        


        External
          ID: 53188916NOV

        ______________________________________________________________________________

        


        Dear
          Sir/Madam:

        


        The
          purpose of this letter is to confirm the terms and conditions of the Novation
          Transaction entered into between the parties and effective from the Novation
          Date specified below. This Novation Confirmation constitutes a “Confirmation” as
          referred to in the New Agreement specified below.

        


        1.
           The
          definitions and provisions contained in the 2004 ISDA Novation Definitions
          (the
“Definitions”) and
          the
          terms and provisions of the 2000 ISDA definitions (the “Product Definitions”),
          each as published by the International Swaps and Derivatives Association,
          Inc.
          and amended from time to time, are incorporated in this Novation Confirmation.
          In the event of any inconsistency between (i) the Definitions, (ii) the
          Product
          Definitions and/or (iii) the Novation Agreement and this Novation Confirmation,
          this Novation Confirmation will govern. In the event of any inconsistency
          between the Novation Confirmation and the New Confirmation, the New Confirmation
          will govern for the purpose of the New Transaction.

        


        2. The
          terms
          of the Novation Transaction to which this Novation Confirmation relates
          are as
          follows:

        


        
          	 	
                  Novation
                    Date:

                	
                  27
                    February 2007

                
	 	
                  Novated
                    Amount:

                	
                  USD
                    125,000,000, subject to amortization as set out in the Additional
                    Terms 

                
	 	
                  Transferor:

                	
                  Credit
                    Suisse Management LLC

                
	 	
                  Transferee:

                	
                  U.S.
                    Bank National Association, not in its individual capacity but
                    as Trustee
                    on behalf of the Trust created under the Pooling and Servicing
                    Agreement
                    in respect of the CMALT (CitiMortgage Alternative Loan Trust),
                    Series
                    2007-A2 REMIC Pass-Through
                    Certificates

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	 	
                  Remaining
                    Party:

                	
                  CSIN

                
	 	
                  New
                    Agreement (between Transferee and Remaining Party):

                	
                  1992
                    ISDA Master Agreement dated as of 

                  27
                    February 2007

                


        

        


        


        


        3.
           The
          terms
          of the Old Transaction to which this Novation Confirmation relates, for
          identification purposes, are as follows:

        


        
          	 	
                  Trade
                    Date of Old Transaction:

                	
                  02
                    February 2007

                
	 	
                  Effective
                    Date of Old Transaction:

                	
                  27
                    February 2007

                
	 	
                  Termination
                    Date of Old Transaction:

                	
                  25
                    June 2010

                


        

        


        


        4. The
          terms
          of the New
          Transaction to which this Novation Confirmation relates shall be as specified
          in
          the New Confirmation attached hereto as Exhibit A.

        


        
          	 	
                  Full
                    First Calculation Period:

                	
                  Applicable
                    

                


        

        


        	5.  	
                Miscellaneous
                  Provisions:

              


         

        


         

        
          	 	
                  Non-Reliance:

                	
                  Applicable

                


        

        


        


        For
          the
          purpose of facilitating this Transaction, an Affiliate of CSIN, which is
          organized in the United States of America (the “Agent”), has acted as agent for
          CSIN. The Agent is not a principal with respect to this Transaction and
          shall
          have no responsibility or liability to the parties as a principal with
          respect
          to this Transaction.

        


        Credit
          Suisse International is authorized and regulated by the Financial Services
          Authority and has entered into this transaction as principal. The time
          at which
          the above transaction was executed will be notified to the parties on
          request.

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        The
          parties confirm their acceptance to be bound by this Novation Confirmation
          as of
          the Novation Date by executing a copy of this Novation Confirmation and
          returning it to us. The Transferor, by its execution of a copy of this
          Novation
          Confirmation, agrees to the terms of the Novation Confirmation as it relates
          to
          the Old Transaction. The Transferee, by its execution of a copy of this
          Novation
          Confirmation, agrees to the terms of the Novation Confirmation as it relates
          to
          the New Transaction. 

        


        


        Credit
          Suisse International

        


        


        


        By:
          ________________________________

        Name: 

        Title: 

        


        


        


        Credit
          Suisse Management LLC

        


        


        


        By:
          ________________________________

        Name:

        Title:

        


        


        


        U.S.
          Bank
          National Association, not in its individual capacity but as Trustee on
          behalf of
          the Trust created under the Pooling and Servicing Agreement in respect
          of the
          CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
          Certificates

        


        By:
          ________________________________

        Name: 

        Title: 

        


         

        Our
          Reference No: External ID: 53188916NOV
          / Risk ID: 447671088 and 447671098

         

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        


        EXHIBIT
          A

        


        This
          New
          Confirmation amends, restates and supersedes in its entirety all Confirmation(s)
          dated prior to the date hereof in respect of this New Transaction.

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        

          CREDIT
            SUISSE INTERNATIONAL

          


          One
            Cabot
            Square, 
            Telephone 020 7888 8888

          London
            E14 4QJ 
            www.credit-suisse.com


           

          


          27
            February 2007

          


          U.S.
            Bank
            National Association, not in its individual capacity but as Trustee on
            behalf of
            the Trust created under the Pooling and Servicing Agreement in respect
            of the
            CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC
            Pass
            Through Certificates

          


          External
            ID: 53188916N3

          


          ______________________________________________________________________________

          


          Dear
            Sirs,

          


          The
            purpose of this letter agreement (this "Confirmation") is to confirm
            the terms
            and conditions of the Swap Transaction entered into between us on the
            Trade Date
            specified below (the "Swap Transaction"). This Confirmation constitutes
            a
            "Confirmation" as referred to in the Agreement specified below.

          


          In
            this Confirmation "CSIN" means Credit Suisse International and "Counterparty"
            means U.S.
            Bank National Association, not in its individual capacity but as Trustee
            on
            behalf of the Trust created under the Pooling and Servicing Agreement
            in respect
            of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2
REMIC
            Pass Through Certificates.

          


          	1.  	
                  The
                    definitions and provisions contained in the 2000 ISDA Definitions
                    (as
                    published by the International Swaps and Derivatives Association,
                    Inc.)
                    are incorporated into this Confirmation. In the event of any
                    inconsistency
                    between those definitions and provisions and this Confirmation,
                    this
                    Confirmation will govern. 

                


          


          
            	 	
                    This
                      Confirmation supplements, forms part of, and is subject to,
                      the 1992 ISDA
                      Master Agreement dated as of 27 February 2007 as amended and
                      supplemented
                      from time to time (the "Agreement"), between you and us. All
                      provisions
                      contained in the Agreement govern this Confirmation except
                      as expressly
                      modified below. 

                  


          

          


          
            	 	
                    CSIN
                      and Counterparty each represents to the other that it has entered
                      into
                      this Swap Transaction in reliance upon such tax, accounting,
                      regulatory,
                      legal, and financial advice as it deems necessary and not upon
                      any view
                      expressed by the other.

                  


          

          


          
            	
                    2.

                  	
                    The
                      terms of the particular Swap Transaction to which this Confirmation
                      relates are as follows:

                  


          

          


          Transaction
            Type: Interest
            Rate Cap Transaction


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


           

          
            	 	 	
                    Notional
                      Amount:

                  	
                    USD
                      125,000,000.00, subject to amortization as set out in the Additional
                      Terms

                  


          

          


          Trade
            Date: 02
            February 2007

          


          
            	 	 	
                    Effective
                      Date:

                  	
                    27
                      February 2007

                  


          

          
            	 	 	
                    Termination
                      Date:

                  	
                    25
                      June 2010

                  


          

          


          Fixed
            Amounts:

          


          Fixed
            Rate Payer:           Counterparty

          


          Fixed
            Rate Payer

          Payment
            Date:            27
            February 2007

          


          Fixed
            Rate Payer

          Amount:                USD
            264,000

          


          Floating
            Amounts:

          


          Floating
            Amount

          Payer:                 CSIN

          


          Floating
            Rate

          
            	 	 	
                    Payer
                      Period End Dates:

                  	
                    The
                      25th
                      day of each month, commencing on 25 March 2007 and ending on
                      the
                      Termination Date, inclusive, using No Adjustment
                      

                  


          

          


          Floating
            Rate Payer 

          
            	 	 	
                    Payment
                      Dates:

                  	
                    One
                      Business Day prior to the Floating Rate Payer Period End
                      Dates

                  


          

          


          
            	 	 	
                    Cap
                      Strike Rate:

                  	
                    5.40%

                  


          

          


          
            	 	 	
                    Initial
                      Calculation Period:

                  	
                    From
                      and including 27 February 2007 up to, but excluding, the Floating
                      Rate
                      Payer Period End Date scheduled to occur on 25 March 2007,
                      using No
                      Adjustment

                  


          

          


          Floating
            Rate Option:         USD-LIBOR-BBA,
            subject
            to the Maximum Rate of 8.90%


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          


          Designated
            Maturity:           1
            month


          


          Spread:               
None

          


          Floating
            Rate

          Day
            Count
            Fraction:          30/360
            

          


          
            	 	 	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period


                  


          

           

          Compounding:                 Inapplicable

          


          Business
            Days:                     New
            York

          


          Calculation
            Agent:                 CSIN

          


          3. Account
            Details:

          


          Payments
            to CSIN: As
            advised separately in writing

          


          Payments
            to Counterparty: Citibank
            N.A.

          Agency
            and Trust

          ABA#
            021-000-089

          A/C
            3617-2242

          Further
            Credit to Account 106380

          Ref:
            CMALT 2007-A2

          


          


          


          For
            the
            purpose of facilitating this Transaction, an Affiliate of CSIN, which
            is
            organized in the United States of America (the “Agent”), has acted as agent for
            CSIN. The Agent is not a principal with respect to this Transaction and
            shall
            have no responsibility or liability to the parties as a principal with
            respect
            to this Transaction.

          


          Credit
            Suisse International is authorized and regulated by the Financial Services
            Authority and has entered into this transaction as principal. The time
            at which
            the above transaction was executed will be notified to Counterparty on
            request.

          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          ADDITIONAL
            TERMS

          


          


          
            	
                    Calculation
                      Period up to but excluding the Period End Date occurring
                      on:

                  	
                     

                     

                     

                    Notional
                      Amount (USD):

                  
	
                    25-Mar-07

                  	
                    125,000,000.00

                  
	
                    25-Apr-07

                  	
                    122,820,610.70

                  
	
                    25-May-07

                  	
                    120,324,093.20

                  
	
                    25-Jun-07

                  	
                    117,518,741.41

                  
	
                    25-Jul-07

                  	
                    114,413,610.52

                  
	
                    25-Aug-07

                  	
                    111,018,494.19

                  
	
                    25-Sep-07

                  	
                    107,343,898.52

                  
	
                    25-Oct-07

                  	
                    103,401,012.99

                  
	
                    25-Nov-07

                  	
                    99,201,678.33

                  
	
                    25-Dec-07

                  	
                    94,758,351.52

                  
	
                    25-Jan-08

                  	
                    90,096,177.56

                  
	
                    25-Feb-08

                  	
                    85,413,073.46

                  
	
                    25-Mar-08

                  	
                    80,863,394.88

                  
	
                    25-Apr-08

                  	
                    76,444,651.52

                  
	
                    25-May-08

                  	
                    72,154,399.36

                  
	
                    25-Jun-08

                  	
                    67,990,239.89

                  
	
                    25-Jul-08

                  	
                    63,949,819.21

                  
	
                    25-Aug-08

                  	
                    60,030,827.21

                  
	
                    25-Sep-08

                  	
                    56,230,996.78

                  
	
                    25-Oct-08

                  	
                    52,548,102.97

                  
	
                    25-Nov-08

                  	
                    48,979,962.27

                  
	
                    25-Dec-08

                  	
                    45,524,431.79

                  
	
                    25-Jan-09

                  	
                    42,179,408.51

                  
	
                    25-Feb-09

                  	
                    38,942,828.57

                  
	
                    25-Mar-09

                  	
                    35,812,666.53

                  
	
                    25-Apr-09

                  	
                    32,786,934.65

                  
	
                    25-May-09

                  	
                    29,863,682.17

                  
	
                    25-Jun-09

                  	
                    27,040,994.70

                  
	
                    25-Jul-09

                  	
                    24,316,993.44

                  
	
                    25-Aug-09

                  	
                    21,689,834.61

                  
	
                    25-Sep-09

                  	
                    19,157,708.75

                  
	
                    25-Oct-09

                  	
                    16,718,840.09

                  
	
                    25-Nov-09

                  	
                    14,371,485.94

                  


          

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          
            	
                     

                     

                     

                    Calculation
                      Period up to but excluding the Period End Date scheduled to
                      occur
                      on:

                  	
                    Notional
                      Amount (USD):

                  
	
                    25-Dec-09

                  	
                    12,113,936.08

                  
	
                    25-Jan-10

                  	
                    9,944,512.12

                  
	
                    25-Feb-10

                  	
                    7,861,566.94

                  
	
                    25-Mar-10

                  	
                    5,863,484.12

                  
	
                    25-Apr-10

                  	
                    3,948,677.34

                  
	
                    25-May-10

                  	
                    2,115,589.83

                  
	
                    25-Jun-10

                  	
                    362,693.85

                  


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Please
            confirm that the foregoing correctly sets forth the terms of our agreement
            by
            executing the copy of this Confirmation enclosed for that purpose and
            returning
            it to us.

          


          


          


          Yours
            faithfully,

                         
            

                         
            Credit Suisse International

          


          


              By:_____________________________

              Name:

             
Title:
            

          


          


          


          Confirmed
            as of the date first written above:

          


          U.S.
            Bank
            National Association, not in its individual capacity but as Trustee on
            behalf of
            the Trust created under the Pooling and Servicing Agreement in respect
            of the
            CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass
            Through
            Certificates

          


          By:________________________________

          Name:

          Title:
            

          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


           

          Our
            Reference No: External ID: 53188916N3 / Risk ID: 447671088 and
            447671098



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


          Novation
            Confirmation

          


          Date: 27
            February 2007

          


          
            	
                    To:
                      

                  	
                    U.S.
                      Bank National Association, not in its individual capacity but
                      as Trustee
                      on behalf of the Trust created under the Pooling and Servicing
                      Agreement
                      in respect of the CMALT (CitiMortgage Alternative Loan Trust),
                      Series
                      2007-A2 REMIC Pass-Through
                      Certificates

                  


          

          


          To: Credit
            Suisse Management LLC

           

          From:
             Credit
            Suisse International (“CSIN”)

          


          Re:
             Novation
            Transaction

          


          External
            ID: 53189968NOV

          ______________________________________________________________________________

          


          Dear
            Sir/Madam:

          


          The
            purpose of this letter is to confirm the terms and conditions of the
            Novation
            Transaction entered into between the parties and effective from the Novation
            Date specified below. This Novation Confirmation constitutes a “Confirmation” as
            referred to in the New Agreement specified below.

          


          1.
             The
            definitions and provisions contained in the 2004 ISDA Novation Definitions
            (the
“Definitions”) and
            the
            terms and provisions of the 2000 ISDA definitions (the “Product Definitions”),
            each as published by the International Swaps and Derivatives Association,
            Inc.
            and amended from time to time, are incorporated in this Novation Confirmation.
            In the event of any inconsistency between (i) the Definitions, (ii) the
            Product
            Definitions and/or (iii) the Novation Agreement and this Novation Confirmation,
            this Novation Confirmation will govern. In the event of any inconsistency
            between the Novation Confirmation and the New Confirmation, the New Confirmation
            will govern for the purpose of the New Transaction.

          


          2. The
            terms
            of the Novation Transaction to which this Novation Confirmation relates
            are as
            follows:

          


          
            	 	
                    Novation
                      Date:

                  	
                    27
                      February 2007

                  
	 	
                    Novated
                      Amount:

                  	
                    USD
                      15,000,000, subject to amortization as set out in the Additional
                      Terms 

                  
	 	
                    Transferor:

                  	
                    Credit
                      Suisse Management LLC

                  
	 	
                    Transferee:

                  	
                    U.S.
                      Bank National Association, not in its individual capacity but
                      as Trustee
                      on behalf of the Trust created under the Pooling and Servicing
                      Agreement
                      in respect of the CMALT (CitiMortgage Alternative Loan Trust),
                      Series
                      2007-A2 REMIC Pass-Through
                      Certificates

                  


          

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          
            	 	
                    Remaining
                      Party:

                  	
                    CSIN

                  
	 	
                    New
                      Agreement (between Transferee and Remaining Party):

                  	
                    1992
                      ISDA Master Agreement dated as of 

                    27
                      February 2007

                  


          

          


          


          


          3.
             The
            terms
            of the Old Transaction to which this Novation Confirmation relates, for
            identification purposes, are as follows:

          


          
            	 	
                    Trade
                      Date of Old Transaction:

                  	
                    06
                      February 2007

                  
	 	
                    Effective
                      Date of Old Transaction:

                  	
                    27
                      February 2007

                  
	 	
                    Termination
                      Date of Old Transaction:

                  	
                    25
                      June 2010

                  


          

          


          


          4. The
            terms
            of the New
            Transaction to which this Novation Confirmation relates shall be as specified
            in
            the New Confirmation attached hereto as Exhibit A.

          


          
            	 	
                    Full
                      First Calculation Period:

                  	
                    Applicable
                      

                  


          

          


          	5.  	
                  Miscellaneous
                    Provisions:

                


           

          


           

          
            	 	
                    Non-Reliance:

                  	
                    Applicable

                  


          

          


          


          For
            the
            purpose of facilitating this Transaction, an Affiliate of CSIN, which
            is
            organized in the United States of America (the “Agent”), has acted as agent for
            CSIN. The Agent is not a principal with respect to this Transaction and
            shall
            have no responsibility or liability to the parties as a principal with
            respect
            to this Transaction.

          


          Credit
            Suisse International is authorized and regulated by the Financial Services
            Authority and has entered into this transaction as principal. The time
            at which
            the above transaction was executed will be notified to the parties on
            request.

          


          


          


          


          


          


          


          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          The
            parties confirm their acceptance to be bound by this Novation Confirmation
            as of
            the Novation Date by executing a copy of this Novation Confirmation and
            returning it to us. The Transferor, by its execution of a copy of this
            Novation
            Confirmation, agrees to the terms of the Novation Confirmation as it
            relates to
            the Old Transaction. The Transferee, by its execution of a copy of this
            Novation
            Confirmation, agrees to the terms of the Novation Confirmation as it
            relates to
            the New Transaction. 

          


          


          Credit
            Suisse International

          


          


          


          By:
            ________________________________

          Name: 

          Title: 

          


          


          


          Credit
            Suisse Management LLC

          


          


          


          By:
            ________________________________

          Name:

          Title:

          


          


          


          U.S.
            Bank
            National Association, not in its individual capacity but as Trustee on
            behalf of
            the Trust created under the Pooling and Servicing Agreement in respect
            of the
            CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
            Certificates

          


          By:
            ________________________________

          Name: 

          Title: 

          


           

          Our
            Reference No: External ID: 53189968NOV / Risk ID: 447674303 and
            447674306

           

          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          


          


          EXHIBIT
            A

          


          This
            New
            Confirmation amends, restates and supersedes in its entirety all Confirmation(s)
            dated prior to the date hereof in respect of this New Transaction.

          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


          


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
 

      
        CREDIT
          SUISSE FIRST BOSTON INTERNATIONAL

        One
          Cabot
          Square, 
          Telephone 020 7888 8888

        London
          E14 4QJ 
          www.csfb.com

        


        


        27
          February 2007

        


        U.S.
          Bank
          National Association, not in its individual capacity but as Trustee on
          behalf of
          the Trust created under the Pooling and Servicing Agreement in respect
          of the
          CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC
          Pass
          Through Certificates

        


        External
          ID: 53189968N3 

        


        ______________________________________________________________________________

        


        Dear
          Sirs,

        


        The
          purpose of this letter agreement (this "Confirmation") is to confirm the
          terms
          and conditions of the Swap Transaction entered into between us on the Trade
          Date
          specified below (the "Swap Transaction"). This Confirmation constitutes
          a
          "Confirmation" as referred to in the Agreement specified below.

        


        In
          this Confirmation "CSIN" means Credit Suisse International and "Counterparty"
          means U.S.
          Bank National Association, not in its individual capacity but as Trustee
          on
          behalf of the Trust created under the Pooling and Servicing Agreement in
          respect
          of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2
REMIC
          Pass Through Certificates.

        


        	1.  	
                The
                  definitions and provisions contained in the 2000 ISDA Definitions
                  (as
                  published by the International Swaps and Derivatives Association,
                  Inc.)
                  are incorporated into this Confirmation. In the event of any inconsistency
                  between those definitions and provisions and this Confirmation,
                  this
                  Confirmation will govern. 

              


        


        
          	 	
                  This
                    Confirmation supplements, forms part of, and is subject to, the
                    1992 ISDA
                    Master Agreement dated as of 27 February 2007 as amended and
                    supplemented
                    from time to time (the "Agreement"), between you and us. All
                    provisions
                    contained in the Agreement govern this Confirmation except as
                    expressly
                    modified below. 

                


        

        


        
          	 	
                  CSIN
                    and Counterparty each represents to the other that it has entered
                    into
                    this Swap Transaction in reliance upon such tax, accounting,
                    regulatory,
                    legal, and financial advice as it deems necessary and not upon
                    any view
                    expressed by the other.

                


        

        


        
          	
                  2.

                	
                  The
                    terms of the particular Swap Transaction to which this Confirmation
                    relates are as follows:

                


        

        


        Transaction
          Type: Interest
          Rate Cap Transaction


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	 	 	
                  Notional
                    Amount:

                	
                  USD
                    15,000,000.00, subject to amortization as set out in the Additional
                    Terms

                


        

        


        Trade
          Date: 06
          February 2007

        


        
          	 	 	
                  Effective
                    Date:

                	
                  27
                    February 2007

                


        

        
          	 	 	
                  Termination
                    Date:

                	
                  25
                    June 2010

                


        

        


        Fixed
          Amounts:

        


        Fixed
          Rate Payer:                      
          Counterparty

        


        Fixed
          Rate Payer

        Payment
          Date:                           
          27
          February 2007

        


        Fixed
          Rate Payer

        Amount:                                     
          USD
          24,500

        


        Floating
          Amounts:

        


        Floating
          Amount

        Payer:                         
          CSIN

        


        Floating
          Rate

        
          	 	 	
                  Payer
                    Period End Dates:

                	
                  The
                    25th
                    day of each month, commencing on 25 March 2007 and ending on
                    the
                    Termination Date, inclusive, using No Adjustment
                    

                


        

        Floating
          Rate Payer 

        
          	 	 	
                  Payment
                    Dates:

                	
                  One
                    Business Day prior to the Floating Rate Payer Period End
                    Dates

                


        

        


        
          	 	 	
                  Cap
                    Strike Rate:

                	
                  5.45%

                


        

        


        
          	 	 	
                  Initial
                    Calculation Period:

                	
                  From
                    and including 27 February 2007 up to, but excluding, the Floating
                    Rate
                    Payer Period End Date scheduled to occur on 25 March 2007, using
                    No
                    Adjustment

                


        

        


        Floating
          Rate
          Option:                            
USD-LIBOR-BBA,
          subject
          to the Maximum Rate of 8.95%

        


        Designated
          Maturity:                            
1
          month



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        Spread:                                                       
          None

        


        Floating
          Rate

        Day
          Count
          Fraction:                                30/360
          

        


        
          	 	 	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period


                


        

         

        Compounding:                                         
          Inapplicable

        


        Business
          Days:                                                       
New
          York

        


        Calculation
          Agent:                                                   CSIN

        


        3. Account
          Details:

        


        Payments
          to
          CSIN:                                
As
          advised separately in writing

        


        Payments
          to
          Counterparty:                    
Citibank
          N.A.

        Agency
          and Trust

        ABA#
          021-000-089

        A/C
          3617-2242

        Further
          Credit to Account 106380

        Ref:
          CMALT 2007-A2 

        


        


        


        For
          the
          purpose of facilitating this Transaction, an Affiliate of CSIN, which is
          organized in the United States of America (the “Agent”), has acted as agent for
          CSIN. The Agent is not a principal with respect to this Transaction and
          shall
          have no responsibility or liability to the parties as a principal with
          respect
          to this Transaction.

        


        Credit
          Suisse International is authorized and regulated by the Financial Services
          Authority and has entered into this transaction as principal. The time
          at which
          the above transaction was executed will be notified to Counterparty on
          request.

        


        


        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ADDITIONAL
          TERMS

        


        


        
          	
                  Calculation
                    Period up to but excluding the Period End Date occurring
                    on:

                	
                   

                   

                   

                  Notional
                    Amount (USD):

                
	
                  25-Mar-07

                	
                  15,000,000.00

                
	
                  25-Apr-07

                	
                  14,738,473.28

                
	
                  25-May-07

                	
                  14,438,891.18

                
	
                  25-Jun-07

                	
                  14,102,248.97

                
	
                  25-Jul-07

                	
                  13,729,633.26

                
	
                  25-Aug-07

                	
                  13,322,219.30

                
	
                  25-Sep-07

                	
                  12,881,267.82

                
	
                  25-Oct-07

                	
                  12,408,121.56

                
	
                  25-Nov-07

                	
                  11,904,201.40

                
	
                  25-Dec-07

                	
                  11,371,002.18

                
	
                  25-Jan-08

                	
                  10,811,541.31

                
	
                  25-Feb-08

                	
                  10,249,568.82

                
	
                  25-Mar-08

                	
                  9,703,607.39

                
	
                  25-Apr-08

                	
                  9,173,358.18

                
	
                  25-May-08

                	
                  8,658,527.92

                
	
                  25-Jun-08

                	
                  8,158,828.79

                
	
                  25-Jul-08

                	
                  7,673,978.31

                
	
                  25-Aug-08

                	
                  7,203,699.27

                
	
                  25-Sep-08

                	
                  6,747,719.61

                
	
                  25-Oct-08

                	
                  6,305,772.36

                
	
                  25-Nov-08

                	
                  5,877,595.47

                
	
                  25-Dec-08

                	
                  5,462,931.81

                
	
                  25-Jan-09

                	
                  5,061,529.02

                
	
                  25-Feb-09

                	
                  4,673,139.43

                
	
                  25-Mar-09

                	
                  4,297,519.98

                
	
                  25-Apr-09

                	
                  3,934,432.16

                
	
                  25-May-09

                	
                  3,583,641.86

                
	
                  25-Jun-09

                	
                  3,244,919.36

                
	
                  25-Jul-09

                	
                  2,918,039.21

                
	
                  25-Aug-09

                	
                  2,602,780.15

                
	
                  25-Sep-09

                	
                  2,298,925.05

                
	
                  25-Oct-09

                	
                  2,006,260.81

                
	
                  25-Nov-09

                	
                  1,724,578.31

                
	
                  25-Dec-09

                	
                  1,453,672.33

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Calculation
                    Period up to but excluding the Period End Date occurring
                    on:

                	
                   

                   

                   

                   

                  Notional
                    Amount (USD):

                
	
                  25-Jan-10

                	
                  1,193,341.45

                
	
                  25-Feb-10

                	
                  943,388.03

                
	
                  25-Mar-10

                	
                  703,618.09

                
	
                  25-Apr-10

                	
                  473,841.28

                
	
                  25-May-10

                	
                  253,870.78

                
	
                  25-Jun-10

                	
                  43,523.26

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Please
          confirm that the foregoing correctly sets forth the terms of our agreement
          by
          executing the copy of this Confirmation enclosed for that purpose and returning
          it to us.

        


        


        


        Yours
          faithfully,

               
          

                Credit
          Suisse International

        


        


            By:_____________________________

                        
          Name: 

                        
          Title:
          

        


        


        


        Confirmed
          as of the date first written above:

        


        U.S.
          Bank
          National Association, not in its individual capacity but as Trustee on
          behalf of
          the Trust created under the Pooling and Servicing Agreement in respect
          of the
          CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass
          Through
          Certificates

        


        By:________________________________

        Name:

        Title:
          

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


         

        Our
          Reference No: External ID: 53189968N3 / Risk ID: 447674303 and
          447674306

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      

         

        (Multicurrency—Cross
          Border)

         

         

        ISDAÒ

        International
          Swap Dealers Association, Inc.

         

        MASTER
          AGREEMENT

         

        dated
          as
          of February 27, 2007

         

        
          	
                   

                  Credit
                    Suisse International

                  (“Party
                    A”)

                   

                	
                  and

                   

                	
                  U.S.
                    Bank National Association,
                    not in its individual capacity but as Trustee on behalf of the
                    Trust
                    created under the Pooling and Servicing Agreement in respect
                    of the
                    CMALT
                    (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
                    Certificates

                  (“Party
                    B”)

                


        

        


         

        have
          entered and/or anticipate entering into one or more transactions (each
          a
“Transaction”) that are or will

        be
          governed by this Master Agreement, which includes the schedule (the “Schedule”),
          and the documents

        and
          other
          confirming evidence (each a “Confirmation”) exchanged between the parties
          confirming those Transactions.

         

        Accordingly,
          the parties agree as follows:—

         

        1.  Interpretation

         

        (a)  Definitions.
          The
          terms defined in Section 14 and in the Schedule will have the meanings
          therein
          specified for the purpose of this Master Agreement.

         

        (b)  Inconsistency.
          In the
          event of any inconsistency between the provisions of the Schedule and the
          other
          provisions of this Master Agreement, the Schedule will prevail. In the
          event of
          any inconsistency between the provisions of any Confirmation and this Master
          Agreement (including the Schedule), such Confirmation will prevail for
          the
          purpose of the relevant Transaction.

         

        (c)  Single
          Agreement.
          All
          Transactions are entered into in reliance on the fact that this Master
          Agreement
          and all Confirmations form a single agreement between the parties (collectively
          referred to as

         

        this
          “Agreement”), and the parties would not otherwise enter into any
          Transactions.

         

        2.  Obligations

         

        (a)  General
          Conditions.

         

        (i)  Each
          party will make each payment or delivery specified in each Confirmation
          to be
          made by it, subject to the other provisions
          of this
          Agreement.

         

        (ii)  Payments
          under this Agreement will be made on the due date for value on that date
          in the
          place 

         

        of
          the
          account specified in the relevant Confirmation or otherwise pursuant to
          this
          Agreement, in freely transferable funds and in the manner customary for
          payments
          in the required currency. Where settlement is by delivery (that is, other
          than
          by payment), such delivery will be made for receipt on the due date in
          the
          manner customary for the relevant obligation unless otherwise specified
          in the
          relevant Confirmation or elsewhere in this Agreement.

         

        (iii)  Each
          obligation of each party under Section 2(a)(i) is subject to (1) the condition
          precedent 

         

        that
          no
          Event of Default or Potential Event of Default with respect to the other
          party
          has occurred

         

        and
          is
          continuing, (2) the condition precedent that no Early Termination Date
          in
          respect of the relevant Transaction has occurred or been effectively designated
          and (3) each other applicable condition precedent specified in this
          Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        value
          of
          that which was (or would have been) required to be delivered as of the
          originally scheduled date for delivery, in each case together with (to
          the
          extent permitted under applicable law) interest, in the currency, of such
          amounts, from (and including) the date such amounts or obligations were
          or would
          have been required to have been paid or performed to (but excluding) such
          Early
          Termination Date, at the Applicable Rate. Such amounts of interest will
          be
          calculated on the basis of daily compounding and the actual number of days
          elapsed. The fair market value of any obligation referred to in clause
          (b) above
          shall be reasonably determined by the party obliged to make the determination
          under Section 6(e) or, if each party is so obliged, it shall be the average
          of
          the Termination Currency Equivalents of the fair market values reasonably
          determined by both parties.

         

        IN
          WITNESS WHEREOF the parties have executed this document on the respective
          dates
          specified below with effect from the date specified on the first page of
          this
          document.

         

        
          	
                   

                   

                  Credit
                    Suisse International

                   

                	 	
                   

                    U.S.
                    Bank National Association,
                    not in its individual capacity but as Trustee on behalf of the
                    Trust
                    created under the Pooling and Servicing Agreement in respect
                    of the
                    CMALT
                    (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
                    Certificates

                
	
                   

                   

                  By: 

                  Name:
                    

                  Title:

                   

                	 	
                   

                   

                  By: 

                  Name:
                    

                  Title:
                    

                   

                
	
                   

                   

                   

                   

                  By: 

                  Name:
                    

                  Title:
                    

                	 	 


        

        


        


        


        


         

        


         

        


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

        


        


        Schedule

        to
          the

        Master
          Agreement

        


        dated
          as
          of February 27, 2007

        


        


        between

        


        


        


        
          	
                  Credit
                    Suisse International,

                  an
                    unlimited company incorporated

                  under
                    the laws of England and Wales

                  ("Party
                    A")

                	
                  and

                	
                  U.S.
                    Bank National Association,
                    not in its individual capacity but as Trustee on behalf of the
                    Trust
                    created under the Pooling and Servicing Agreement in respect
                    of the
                    CMALT
                    (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
                    Certificates

                  ("Party
                    B")

                
	 	 	 


        

        


        


        


        Part
          1

        Termination
          Provisions

        


        


        In
          this
          Agreement:

        


        


        (a) Specified
          Entity.
          "Specified Entity" shall have no meaning in relation to Party A or Party
          B.

        


        (b) Specified
          Transaction.
          Specified Transaction will have the meaning specified in Section
          14.

        


        (c) Certain
          Events of Default. The
          following Events of Default will apply to the parties as specified below,
          and
          the definition of "Event of Default" in Section 14 is deemed to be modified
          accordingly:

        


        Section
          5(a)(i) (Failure To Pay or Deliver) will apply to Party A and will apply
          to
          Party B.

        Section
          5(a)(ii) (Breach of Agreement) will apply to Party A and will apply to
          Party
          B.

        Section
          5(a)(iii) (Credit Support Default) will not apply to Party A or Party
          B.

        Section
          5(a)(iv) (Misrepresentation) will apply to Party A and will apply to Party
          B.


        Section
          5(a)(v) (Default Under Specified Transaction) will not apply to Party A
          or Party
          B.

        Section
          5(a)(vi) (Cross Default) will not apply to Party A and will not apply to
          Party
          B.

        Section
          5(a)(vii) (Bankruptcy) will apply to Party A and will apply to Party
          B.

        Section
          5(a)(viii) (Merger Without Assumption) will apply to Party A and will apply
          to
          Party B.

        


        (d) Termination
          Events.
          The
“Illegality” provision of Section 5(b)(i), the “Tax Event” provision of Section
          5(b)(ii), the “Tax Event Upon Merger” provision of Section 5(b)(iii) and the
“Credit Event Upon Merger” provision of Section 5(b)(iv) will apply to both
          Party A and Party B.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        (e) Automatic
          Early Termination.
          The
          "Automatic Early Termination" provision of Section 6(a) will not apply
          to Party
          A or Party B.

        


        (f) Payments
          on Early Termination.
          For the
          purpose of Section 6(e), the Second Method and Market Quotation will
          apply.

        


        (g) Termination
          Currency. 
          "Termination Currency" means United States Dollars.

        


        (h) Additional
          Termination Event. 

        


        Each
          of
          the following shall be an Additional Termination Event with respect to
          Party B
          as the sole Affected Party:

        


        (1) Termination
          of Trust.
          The
          termination of the obligations and responsibilities of the parties to the
          Pooling and Servicing Agreement pursuant to Section 11.01 of the Pooling
          and
          Servicing Agreement. 

        


        (2) Amendment
          of Pooling and Servicing Agreement.
          Party B
          shall fail to comply with Part 5(h) of this Schedule.

        


        
          	 	
                  (3)

                	
                  Counterparty
                    Rating Agency Downgrade. If
                    Party A no longer has a long-term credit rating of at least A
                    (or its
                    equivalent) from at least one of the Rating Agencies rating the
                    CMALT
                    (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
                    Certificates, Class 1A-1 and Class 1A-7 (the “Certificates”)
                    (a
                    “Counterparty Rating Agency Downgrade”),
                    provided that none of the following events shall occur: Party
                    A shall, no
                    later than the 30th day following the Counterparty Rating Agency
                    Downgrade, either (1) obtain a substitute Counterparty that
                    is a bank or other financial institution that has a long-term
                    credit
                    rating of at least A (or its equivalent) from at least one of
                    the Rating
                    Agencies rating the Certificates (the “Counterparty
                    Rating Requirement”),
                    (2) obtain a guaranty of or a contingent agreement of another
                    person that
                    meets the Counterparty Rating Requirement to honor Party A’s
                    obligations
                    hereunder, (3) post collateral under the Credit Support Annex
                    attached
                    hereto and made a part hereof, or (4) restore its long-term credit
                    rating
                    to at least A (or its equivalent) from at least one of the Rating
                    Agencies
                    rating the Certificates. As
                    used herein: (i) “Moody’s” means Moody’s Investors Service, Inc., or any
                    successor nationally recognized statistical rating organization,
                    (ii)
                    “S&P” means Standard & Poor’s Ratings Services, a division of The
                    McGraw-Hill Companies, Inc. or any successor nationally recognized
                    statistical rating organization, (iii) “Fitch” means Fitch Ratings, or any
                    successor nationally recognized statistical rating organization,
                    and (iv)
                    “Rating Agency” means Moody’s, S&P, or
                    Fitch.

                


        

        


        
          	 	
                  (4)

                	
                  Failure
                    by Party A to comply with the provisions of Part 5(n) of this
                    Schedule.

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Part
          2

        Tax
          Representations

        


        


        (a) Payer
          Tax Representations.
          For the
          purpose of Section 3(e), Party A and Party B each makes the following
          representation:

        


        
          	 	
                  It
                    is not required by any applicable law, as modified by the practice
                    of any
                    relevant governmental revenue authority, of any Relevant Jurisdiction
                    to
                    make any deduction or withholding for or on account of any Tax
                    from any
                    payment (other than interest under Section 2(e), 6(d)(ii) or
                    6(e)) to be
                    made by it to the other party under this Agreement. In making
                    this
                    representation, it may rely on:

                


        

        


        (i) the
          accuracy of any representation made by the other party pursuant to Section
          3(f);

        


        
          	 	
                  (ii)

                	
                  the
                    satisfaction of the agreement of the other party contained in
                    Section
                    4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any
                    document
                    provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii);
                    and

                


        

        


        
          	 	
                  (iii)

                	
                  the
                    satisfaction of the agreement of the other party contained in
                    Section
                    4(d);

                


        

        


        
          	 	
                  provided
                    that it shall not be a breach of this representation where reliance
                    is
                    placed on clause (ii), and the other party does not deliver a
                    form or
                    document under Section 4(a)(iii) by reason of material prejudice
                    to its
                    legal or commercial position.

                


        

        


        (b) Payee
          Tax Representations.
          For the
          purpose of Section 3(f), 

        


        	(i)  	
                Party
                  A makes the following representation to Party
                  B:

              


        


        	(A)  	
                Party
                  A is entering into each Transaction in the ordinary course of its
                  trade
                  as, and is, a recognized UK bank as defined in Section 840A of
                  the UK
                  Income and Corporation Taxes Act of 1988.

              


        


        	(B)  	
                Party
                  A has been approved as a Withholding Foreign Partnership by the
                  US
                  Internal Revenue Service.

              


        


        	(C)  	
                Party
                  A's Withholding Foreign Partnership Employer Identification Number
                  is
                  98-0330001.

              


        


        	(D)  	
                Party
                  A is a partnership that agrees to comply with any withholding obligation
                  under Section 1446 of the Internal Revenue Code.
                  

              


        


        (ii) Party
          B
          makes no Payee Tax Representations.

        


        


        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Part
          3

        Agreement
          to Deliver Documents

        


        


        Each
          party agrees to deliver the following documents as applicable:

        


        (a) For
          the
          purpose of Section 4(a)(i), tax forms, documents or certificates to be
          delivered
          are:

        


        
          	
                  Party
                    required to deliver document

                	 	
                  Form/Document/
                    Certificate

                	 	
                  Date
                    by which to be delivered

                	 	 
	 	 	 	 	 	 	 
	
                  Party
                    A

                	 	
                  U.S.
                    Internal Revenue Service Form W-8IMY or any successor forms
                    thereto

                	 	
                  (i)
                    Before the first Payment Date under this Agreement, such form
                    to be
                    updated at the beginning of each succeeding three-calendar-year
                    period
                    after the first payment date under this Agreement, (ii) promptly
                    upon
                    reasonable demand by Party B, and (iii) promptly upon learning
                    that any
                    such Form previously provided by Party A has become obsolete
                    or
                    incorrect.

                	 	 


        

        


        


        (b) For
          the
          purpose of Section 4(a)(ii), other documents to be delivered are:

        


        
          	
                  Party
                    required to deliver document

                	 	
                  Form/Document/
                    Certificate

                	 	
                  Date
                    by which to be delivered

                	 	
                  Covered
                    by Section 3(d) Representation

                
	 	 	 	 	 	 	 
	
                  Party
                    A and 

                  Party
                    B

                	 	
                  Evidence
                    reasonably satisfactory to the other party as to the names, true
                    signatures and authority of the officers or officials signing
                    this
                    Agreement or any Confirmation on its behalf

                	 	
                  Upon
                    execution this Agreement and, if requested, upon execution of
                    any
                    Confirmation

                	 	
                  Yes

                
	 	 	 	 	 	 	 


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Party
                    required to deliver document

                	 	
                  Form/Document/
                    Certificate

                	 	
                  Date
                    by which to be delivered

                	 	
                  Covered
                    by Section 3(d) Representation

                
	
                  Party
                    A 

                	 	
                  A
                    copy of the annual report for such party containing audited or
                    certified
                    financial statements for the most recently ended financial
                    year

                	 	
                  Upon
                    request, as soon as publicly available

                	 	
                  Yes

                
	 	 	 	 	 	 	 
	
                  Party
                    A

                	 	
                  An
                    opinion of counsel to such party reasonably satisfactory in form
                    and
                    substance to the other party covering the enforceability of this
                    Agreement
                    against such party

                	 	
                  Upon
                    execution of this Agreement

                	 	
                  No

                
	 	 	 	 	 	 	 
	
                  Party
                    B

                	 	
                  All
                    opinions of counsel to Party B and counsel to the Servicer, delivered
                    as
                    of the Closing Date

                	 	
                  Upon
                    execution of this Agreement

                	 	
                  No

                
	 	 	 	 	 	 	 
	
                  Party
                    B

                	 	
                  Executed
                    copies of the Pooling and Servicing Agreement and such other
                    documents as
                    requested by Party A.

                	 	
                  Upon
                    execution of this Agreement or as soon as reasonably practicable
                    thereafter.

                	 	
                  No

                
	 	 	 	 	 	 	 
	
                  Party
                    B

                	 	
                  Such
                    other information in connection with the Certificates or the
                    Pooling and
                    Servicing Agreement in the possession of Party B as Party A may
                    reasonably
                    request.

                	 	
                  Upon
                    request

                	 	
                  No

                
	
                  Party
                    B

                	 	
                  Any
                    and all proposed and executed amendments to the Pooling and Servicing
                    Agreement.

                	 	
                  Each
                    (i) the date of distribution to the Certificates or (ii) the
                    date of
                    execution by Party B, as applicable.

                	 	
                  No

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Part
          4

        Miscellaneous

        


        


        (a) Addresses
          for Notices.
          For the
          purpose of Section 12(a):

        


        Notwithstanding
          Section 12 (a) of the Agreement, all notices, including those to be given
          under
          Section 5 or Section 6 of the Agreement, may be given by facsimile transmission
          or electronic messaging system.

        


        (i) (1) Address
          for notices or communications to Party A:

        


        Address: One
          Cabot
          Square Attention: (1) Head
          of
          Credit Risk Management;

        London
          E14 4QJ  (2) Global
          Head of OTC Operations,

        Operations
          Department; 

        (3) General
          Counsel Europe -

        Legal
          and
          Compliance Department

        


        Telex
          No.:  264521 Answerback: CSIN
          G

        


        With
          copies to:

        


        
          	
                  Address:

                	
                  Credit
                    Suisse Securities (USA) LLC 

                  11
                    Madison Avenue

                  New
                    York, N.Y. 10010

                	
                  Attention:

                	
                  Joseph
                    Little

                
	 	 	 	 
	
                  Telephone
                    No.:

                	
                  (212)
                    325-7892

                	
                  Facsimile
                    No.:

                	
                  212-742-5181

                


        

        
          	 	
                  (2)

                	
                  For
                    the purpose of facsimile notices or communications under this
                    Agreement:

                


        

        


        Facsimile
          No.: +44
          (0)
          207 888 2686

        Attention: General
          Counsel Europe - Legal and Compliance Department

        


        
          	 	
                  Telephone
                    number for oral confirmation of receipt of facsimile in legible
                    form: +44
                    (0) 207 888 4465

                


        

        Designated
          responsible employee for the purposes of Section 12(a)(iii): Senior Legal
          Secretary

        


        With
          a
          copy to:

         

        Facsimile
          No. +44 (0) 207 888 3715

        Head
          of
          Credit Risk Management

        


        With
          a
          copy to:

         

        Facsimile
          No. +44 (0) 207 888 9503

        Global
          Head of OTC Operations, Operations Department.

        


        
          	
                  (ii)

                	 	
                  Address
                    for notices or communications to Party
                    B:

                


        

        


        
          	
                  Address:

                   

                   

                   

                  Telephone
                    No.:

                	
                  U.S.
                    Bank National Association

                  One
                    Federal Street, 3rd
                    Floor

                  Boston,
                    MA 02110

                   

                  617-603-6402

                	
                  Attention:

                   

                   

                   

                  Facsimile
                    No.:

                	
                  Corporate
                    Trust Services

                   

                   

                   

                  617-603-6637

                
	 	 	 	 


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        (For
          all
          purposes.)

        


        With
          copies to:

        


        
          	
                  Address:

                	
                  Citibank
                    N.A.

                  Agency
                    and Trust

                  388
                    Greenwich Street, 14th Floor

                  New
                    York, NY 10013

                	
                  Attention:

                	
                  Nancy
                    Forte

                
	 	 	 	 
	
                  Telephone
                    No.:

                	
                  (212)
                    816-5685

                	
                  Facsimile
                    No.:

                	
                  (212)
                    816-5527

                


        

        


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

        


        Party
          A
          appoints as its Process Agent: Credit Suisse Securities (USA) LLC, Eleven
          Madison Avenue, New York, NY 10010 (Attention: General Counsel, Legal and
          Compliance Department).

        


        Party
          B
          appoints as its Process Agent: Not Applicable. 

        


        
          	
                  (c)

                	
                  Offices.
                    The provisions of Section 10(a) will apply to this
                    Agreement.

                


        

        


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

        


        Party
          A
          is not a Multibranch Party.

        


        Party
          B
          is not a Multibranch Party.

        


        (e) Calculation
          Agent.
          The
          Calculation Agent is Party A.

        


        (f) Credit
          Support Document.
          Details
          of any Credit Support Document: 

        


        (i) With
          respect to Party B, the pooling and servicing agreement dated as of February
          1,
          2007,
          among
          Citicorp Mortgage Securities, Inc., as depositor, CitiMortgage, Inc., as
          servicer and master servicer, and Citibank, N.A., in its individual capacity
          and
          as paying agent, certificate registrar and authentication agent, and Party
          B, in
          its individual capacity and as trustee, as amended from time to time (the
          “Pooling and Servicing Agreement”).

         

        (ii)
           With
          respect to Party A: Not Applicable.

        


        (g) Credit
          Support Provider.

        


        Credit
          Support Provider means in relation to Party A: Not
          applicable.

        


        Credit
          Support Provider means in relation to Party B: Not
          applicable.

        


        (h) Governing
          Law.
          This
          Agreement and, to the fullest extent permitted by applicable law, all matters
          arising out of or relating in any way to this Agreement, will be governed
          by and
          construed in accordance with the laws of the State of New York without
          reference
          to choice of law doctrine.

        


        (i) Netting
          of Payments.
          Section
          2(c)(ii) of this Agreement will not apply to the Transactions.

        


        (j) Affiliate.
          Affiliate will have the meaning specified in Section 14, provided that
          Party B
          shall be deemed to have no Affiliates.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Part
          5

        Other
          Provisions

        


        


        (a) Definitions.
          Unless
          otherwise specified in a Confirmation, this Agreement and each Transaction
          between the parties are subject to the 2000 ISDA Definitions as published
          by the
          International Swaps and Derivatives Association, Inc. (the "2000 Definitions"),
          and will be governed in all relevant respects by the provisions set forth
          in the
          2000 Definitions, without regard to any amendment to the 2000 Definitions
          subsequent to the date hereof. The provisions of the 2000 Definitions are
          incorporated by reference in and shall be deemed a part of this Agreement,
          except that references in the 2000 Definitions to a "Swap Transaction"
          shall be
          deemed references to a "Transaction" for purposes of this
          Agreement.

        


        (b) Independent
          Reliance.
          The
          parties agree to amend Section 3 of this Agreement by the addition of the
          following provision at the end thereof and marked as subsection
          (g).

        


        
          	 	
                  "(g)

                	
                  Independent
                    Reliance. Party
                    A is entering into this Agreement and will enter into each Transaction
                    in
                    reliance upon such tax, accounting, regulatory, legal, and financial
                    advice as it deems necessary and not upon any view expressed
                    by the other
                    party. Party B is entering into this Agreement and will enter
                    into each
                    Transaction in reliance upon the direction of the Depositor and
                    not upon
                    any view expressed by the other
                    party."

                


        

        


        (c) Change
          of Account.
          Section
          2(b) of this Agreement is hereby amended by the addition of the following
          after
          the word "delivery" in the first line thereof:

        


        
          	 	
                  "to
                    another account in the same legal and tax jurisdiction as the
                    original
                    account"

                


        

        


        (d) Escrow
          Payments.
          If
          (whether by reason of the time difference between the cities in which payments
          are to be made or otherwise) it is not possible for simultaneous payments
          to be
          made on any date on which both parties are required to make payments hereunder,
          either party may at its option and in its sole discretion notify the other
          party
          that payments on that date are to be made in escrow. In this case deposit
          of the
          payment due earlier on that date shall be made by 2.00 pm (local time at
          the
          place for the earlier payment) on that date with an escrow agent selected
          by the
          notifying party, accompanied by irrevocable payment instructions (i) to
          release
          the deposited payment to the intended recipient upon receipt by the escrow
          agent
          of the required deposit of the corresponding payment from the other party
          on the
          same date accompanied by irrevocable payment instructions to the same effect
          or
          (ii) if the required deposit of the corresponding payment is not made on
          that
          same date, to return the payment deposited to the party that paid it into
          escrow. The party that elects to have payments made in escrow shall pay
          all
          costs of the escrow arrangements.

        


        (e) Recording
          of Conversations. Each
          party to this Agreement acknowledges and agrees to the tape recording of
          conversations between the parties to this Agreement whether by one or other
          or
          both of the parties and each party hereby consents to such recordings being
          used
          as evidence in Proceedings.

        


        (f) Waiver
          of Right to Trial by Jury.
          Each
          party waives, to the fullest extent permitted by applicable law, any right
          it
          may have to a trial by jury in respect of any suit, action or proceeding
          relating to this Agreement or any Credit Support Document. Each party (i)
          certifies that no representative, agent or attorney of the other party
          or any
          Credit Support Provider has represented, expressly or otherwise, that such
          other
          party would not, in the event of such a suit action or proceeding, seek
          to
          enforce the foregoing waiver and (ii) acknowledges that it and the other
          party
          have been induced to enter into this Agreement and provide for any Credit
          Support Document, as applicable by, among other things, the mutual waivers
          and
          certifications in this Section.

        


        (g) Pooling
          and Servicing Agreement.

        


        (1) Capitalized
          terms used in this Agreement that are not defined herein and are defined
          in the
          Pooling and Servicing Agreement shall have the respective meanings assigned
          to
          them in the Pooling and Servicing Agreement.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (2) Notwithstanding
          any other provision of this Agreement, Party A may not, prior to the date
          which
          is one year and one day, or if longer the applicable preference period
          then in
          effect, after the payment in full of all Certificates, institute against,
          or
          join any other Person in instituting against, the Trust any bankruptcy,
          reorganization, arrangement, insolvency, moratorium or liquidation proceedings,
          or other proceedings under Federal, State, or bankruptcy or similar laws.
          Nothing shall preclude, or be deemed to stop, Party A (i) from taking any
          action
          prior to the expiration of the aforementioned one year and one day period,
          or if
          longer the applicable preference period then in effect, in (A) any case
          or
          proceeding voluntarily filed or commenced by the Trust or (B) any involuntary
          insolvency proceeding filed or commenced by a Person other than Party A,
          or (ii)
          from commencing against the Trust or any of the Collateral any legal action
          which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium,
          liquidation or similar proceeding. Party A further
          acknowledges that Party B’s obligations hereunder shall be solely the
          obligations of the Trust and that recourse in respect of any obligations
          of
          Party B hereunder will be limited to assets of the Trust as applied in
          accordance with the terms of the Pooling and Servicing Agreement and, on
          exhaustion thereof, all claims against Party B arising from this Agreement
          or
          contemplated hereby shall be extinguished.

        


        (3) Party
          B
          will provide at least 30 days’ prior written notice to Party A of any proposed
          amendment or modification to the Pooling and Servicing Agreement.

        


        (h) Amendment
          of the Pooling and Servicing Agreement.
          Party B
          will not, without the prior written consent of Party A, consent to any
          amendment, supplement or other modification of the Pooling and Servicing
          Agreement, in each case as solely determined by Party A, in a manner that
          would
          (i) adversely affect the ability of Party B to perform, timely and fully,
          its
          obligations under this Agreement, (ii) affect or change the rights of Party
          A or
          the benefits accorded to Party A under the Pooling and Servicing Agreement
          or
          this Agreement, (iii) affect or change the obligations of Party A under
          this
          Agreement or (iv) modify the meaning of any term used herein and defined
          in the
          Pooling and Servicing Agreement or any component thereof. Any such amendment,
          supplement or modification without such consent of Party A shall not be
          binding
          on Party A.

        


        (i) Transfer.
          Section
          7 is hereby amended to read in its entirety as follows:

        


        Except
          as
          stated under Section 6(b)(ii), in this Section 7, and Part 5(h) of the
          Schedule,
          and except for the assignment by way of security in favor of the Party
          B under
          the Pooling and Servicing Agreement, neither Party A nor Party B is permitted
          to
          assign, novate or transfer (whether by way of security or otherwise) as
          a whole
          or in part any of its rights, obligations or interests under this Agreement
          or
          any Transaction without the prior written consent of the other party;
provided,
          however,
          that
          (i) Party A may make such a transfer of this Agreement pursuant to a
          consolidation or amalgamation with, or merger with or into, or transfer
          of
          substantially all of its assets to, another entity, or an incorporation,
          reincorporation or reconstitution, and (ii) with the written consent of
          Party B,
          Party A may transfer this Agreement to any Person, including, without
          limitation, another of Party A’s offices, branches or affiliates (any such
          Person, office, branch or affiliate, a "Transferee"); provided
          that,
          with respect to clause (ii), (A) as of the date of such transfer the Transferee
          will not be required to withhold or deduct on account of a Tax from any
          payments
          under this Agreement unless the Transferee will be required to make payments
          of
          additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in
          respect
          of such Tax (B) a Termination Event or Event of Default does not occur
          under
          this Agreement as a result of such transfer; (C) such notice is accompanied
          by a
          written instrument pursuant to which the Transferee acquires and assumes
          the
          rights and obligations of Party A so transferred; and (D) Party A will
          be
          responsible for any costs or expenses incurred in connection with such
          transfer.
          Party B will execute such documentation as is reasonably deemed necessary
          by
          Party A for the effectuation of any such transfer.

        


        Except
          as
          specified otherwise in the documentation evidencing a transfer, a transfer
          of
          all the obligations of Party A made in compliance with this Section 7 will
          constitute an acceptance and assumption of such obligations (and any related
          interests so transferred) by the Transferee, a novation of the transferee
          in
          place of Party A with respect to such obligations (and any related interests
          so
          transferred), and a release and discharge by Party B of Party A from, and
          an
          agreement by Party B not to make any claim for payment, liability, or otherwise
          against Party A with respect to, such obligations from and after the effective
          date of the transfer.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        In
          addition, Party A may transfer this Agreement without the prior consent
          of the
          Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty
          Rating Requirement or that has furnished a guarantee of the obligations
          under
          this Agreement from a guarantor that that satisfies the Counterparty Rating
          Requirement.

        


        (j) Notice
          of Certain Events or Circumstances.
          Each
          party agrees, upon learning of the occurrence or existence of any event
          or
          condition that constitutes (or that with the giving of notice or passage
          of time
          or both would constitute) an Event of Default or Termination Event with
          respect
          to such party, promptly to give the other party notice of such event or
          condition (or, in lieu of giving notice of such event or condition in the
          case
          of an event or condition that with the giving of notice or passage of time
          or
          both would constitute an Event of Default or Termination Event with respect
          to
          the party, to cause such event or condition to cease to exist before becoming
          an
          Event of Default or Termination Event); provided
          that
          failure to provide notice of such event or condition pursuant to this Part
          5(j)
          shall not constitute an Event of Default or a Termination Event. 

        


        (k) Regarding
          Party A. Party
          B
          acknowledges and agrees that Party A has had and will have no involvement
          in
          and, accordingly Party A accepts no responsibility for: (i) the establishment,
          structure, or choice of assets of the Trust; (ii) the selection of any
          person
          performing services for or acting on behalf of Party B or the Trust; (iii)
          the
          selection of Party A as the Counterparty; (iv) the terms of the Certificates;
          (v) the preparation of or passing on the disclosure and other information
          contained in any offering circular for the Certificates, the Pooling and
          Servicing Agreement, or any other agreements or documents used by any party
          in
          connection with the marketing and sale of the Certificates; (vi) the ongoing
          operations and administration of the Trust, including the furnishing of
          any
          information to Party B which is not specifically required under this Agreement;
          or (vii) any other aspect of the Trust’s existence.

        


        (l) Commodity
          Exchange Act.
          Each
          party represents to the other party on and as of the date hereof and on
          each
          date on which a Transaction is entered into among them that:

        


        	(i)  	
                such
                  party is an “eligible contract participant” as defined in the U.S.
                  Commodity Exchange Act (the “CEA”);

              


         

        	(ii)  	
                neither
                  this Agreement nor any Transaction has been executed or traded
                  on a
                  “trading facility” as such term is defined in the CEA;
                  and

              


         

        	(iii)  	
                such
                  party is entering into each Transaction in connection with its
                  business or
                  a line of business and the terms of this Agreement and each Transaction
                  have been individually tailored and
                  negotiated.

              


         

        


        (m)  Trustee
          Capacity.
          It is
          expressly understood and agreed by the parties hereto that (i) this Agreement
          is
          executed and delivered by U.S. Bank National Association, not in its individual
          capacity but as Trustee on behalf of the Trust created under the Pooling
          and
          Servicing Agreement in respect of the CMALT
          (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
          Certificates,
          in the
          exercise of the powers and authority conferred upon and vested in it thereunder,
          (ii) each of the representations, warranties, covenants, undertakings and
          agreements herein made on the part of Party B has not been made or intended
          as a
          representation, warranty, covenant, undertaking or agreement by U.S. Bank
          National Association in its individual capacity, but is made and intended
          for
          the purpose of binding only the assets of the Trust available therefor
          in
          accordance with the terms of the Pooling and Servicing Agreement, (iii)
          nothing
          herein contained shall be construed as creating any liability on U.S. Bank
          National Association, in its individual capacity, to perform any covenant
          either
          expressed or implied contained herein, all such liability, if any, being
          expressly waived by the parties hereto and by any Person claiming by, through
          or
          under the parties hereto and (iv) under no circumstances shall U.S. Bank
          National Association, in its individual capacity, be liable for the payment
          of
          any indebtedness or expenses of Party B or be liable for the breach or
          failure
          of any obligation, representation, warranty or covenant made or undertaken
          by
          Party B under this Agreement or any other related document, as to all of
          which
          recourse shall be had solely to the assets of the Trust in accordance with
          the
          terms of the Pooling and Servicing Agreement.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (n) Compliance
          with Regulation AB.

        


        	(i)  	
                It
                  shall be a swap disclosure event ("Swap Disclosure Event") if,
                  at any time
                  after the date hereof, so long as the Certificates are outstanding
                  and
                  there is a reporting obligation under the Securities Exchange Act
                  of 1934,
                  as amended, the Depositor or the Sponsor notifies Party A that
                  the
                  aggregate "significance percentage" (calculated in accordance with
                  the
                  provisions of Item 1115 of Regulation AB) of all derivative instruments
                  provided by Party A and any of its affiliates to Party B (collectively,
                  the "Aggregate Significance Percentage") is 10% or
                  more.

              


         

        	(ii)  	
                Upon
                  the occurrence of a Swap Disclosure Event, Party A shall take one
                  of the
                  following actions:

              


         

        
          	 	
                  (a)

                	
                  provide
                    to the Sponsor and the Depositor: (i) if the Aggregate Significance
                    Percentage is 10% or more, but less than 20%, within five (5)
                    Business
                    Days, the information required under Item 1115(b)(1) of Regulation
                    AB or
                    (ii) if the Aggregate Significance Percentage is 20% or more,
                    within five
                    (5) Business Days, the financial information required under Item
                    1115(b)(2) of Regulation AB, (each, "Swap Financial Disclosure");
                    or
                    

                


        

         

        
          	 	
                  (b)

                	
                  assign
                    its rights and delegate its obligations under the Transaction
                    to a
                    counterparty with the Approved Ratings Thresholds (or which satisfies
                    the
                    Rating Agency Condition), that (x) provides the information specified
                    in
                    clause (a) above to the Depositor and Sponsor and (y) enters
                    into
                    documentation substantially similar to the documentation then
                    in place
                    between Party A; or 

                


        

         

        
          	 	
                  (c)

                	
                  obtain
                    a guaranty of Party A's obligations under this Agreement from
                    an affiliate
                    of Party A that is able to provide the applicable Swap Financial
                    Disclosure and cause such affiliate to provide to the Sponsor
                    and the
                    Depositor such Swap Financial Disclosure within five (5) Business
                    Days; or
                    

                


        

         

        	(iii)  	
                For
                  so long as the Aggregate Significance Percentage is 10% or more
                  and a Swap
                  Disclosure Event is continuing, Party A shall provide any updates
                  to the
                  information provided pursuant to clause (ii) above to the Sponsor
                  and the
                  Depositor within five (5) Business Days following availability
                  thereof
                  (but in no event more than 45 days after the end of each of Party
                  A's
                  fiscal quarter for any quarterly update, and in no even more than
                  90 days
                  after the end of each of Party A's fiscal year for any annual
                  update).

              


         

        	(iv)  	
                All
                  information provided pursuant to clauses (ii) and (iii) above shall
                  be in
                  a form suitable for conversion to the format required for filing
                  by the
                  Depositor with the Commission via the Electronic Data Gathering
                  and
                  Retrieval System (EDGAR). In addition, any such information, if
                  audited,
                  shall be accompanied by any necessary auditor's consents or, if
                  such
                  information is unaudited, shall be accompanied by an appropriate
                  agreed-upon procedures letter from Party A's accountants. If permitted
                  by
                  Regulation AB, any such information may be provided by reference
                  to or
                  incorporation by reference from reports filed pursuant to the Exchange
                  Act.

              


         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties have executed this Schedule by their duly
          authorized representatives as of the date of the Agreement.

        


        
          	
                   

                  CREDIT
                    SUISSE INTERNATIONAL

                   

                	
                  U.S.
                    BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT
                    AS TRUSTEE
                    ON BEHALF OF THE TRUST CREATED UNDER THE POOLING AND SERVICING
                    AGREEMENT
                    IN RESPECT OF THE CMALT (CITIMORTGAGE ALTERNATIVE LOAN TRUST),
                    SERIES
                    2007-A2 REMIC PASS-THROUGH CERTIFICATES

                
	
                   

                  By:              

                  Name:

                  Title:

                   

                	
                   

                   

                  By:              

                  Name:

                  Title:

                
	 	 
	
                   

                  By:              

                  Name:

                  Title:

                   

                	 


        

        


         

        


         

        
          	
                   

                  Solely
                    for the purpose of paragraph (n) of Part 5

                   

                   

                  CITICORP
                    MORTGAGE SECURITIES, INC.

                   

                
	
                   

                  By:            

                  Name:

                  Title:

                   

                


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      

        


        


        Elections
          and Variables

        to
          the ISDA Credit Support Annex

        dated
          as of February 27, 2007

        between

        


        
          	
                  Credit
                    Suisse International,

                  an
                    unlimited company incorporated

                  under
                    the laws of England and Wales

                  ("Party
                    A")

                	
                  and

                	
                  U.S.
                    Bank National Association,
                    not in its individual capacity but as Trustee on behalf of the
                    Trust
                    created under the Pooling and Servicing Agreement in respect
                    of the
                    CMALT
                    (CitiMortgage Alternative Loan Trust), Series 2007-A2 REMIC Pass-Through
                    Certificates

                  ("Party
                    B")

                


        

        


        Paragraph
          13.

        


        (a) Security
          Interest for "Obligations".

        


        
          	 	
                  The
                    term "Obligations"
                    as
                    used in this Annex includes the following additional
                    obligations:

                


        

        


        With
          respect to Party A: None.

        


        With
          respect to Party B: None.

        


        
          	
                  (b)

                	
                  Credit
                    Support Obligations.

                


        

        


        
          	 	
                  (i)

                	
                  Delivery
                    Amount, Return Amount and Credit Support
                    Amount.

                


        

        


        
          	 	 	
                  (A)
                    "Delivery
                    Amount"
                    has the meaning specified in Paragraph
                    3(a).

                


        

        


        
          	 	 	
                  (B)
                    "Return
                    Amount"
                    has the meaning specified in Paragraph
                    3(b).

                


        

        


        
          	 	 	
                  (C)
                    "Credit
                    Support Amount"
                    has the meaning specified in Paragraph
                    3.

                


        

        


        (ii) Eligible
          Collateral.
          On any
          date, the following items will qualify as "Eligible
          Collateral"
          for each
          party:

        


        
          	 	 	
                   

                   

                  Valuation

                  Percentage

                   

                
	
                  (A)

                   

                	
                  Cash

                   

                	
                  100%

                   

                
	
                  (B)

                   

                	
                  negotiable
                    debt obligations issued after 18 July 1984 by the U.S. Treasury
                    Department
                    having a residual on such date of less than 1 year

                   

                	
                  100%

                   

                
	
                  (C)

                   

                	
                  negotiable
                    debt obligations issued after 18 July 1984 by the U.S. Treasury
                    Department
                    having a residual maturity on such date equal to or greater than
                    1 year
                    but less than 5 years

                	
                  97%

                   

                


        


        
          
            CMALT
              2007-A2 CSA

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  (D)

                   

                	
                  negotiable
                    debt obligations issued after 18 July 1984 by the U.S. Treasury
                    Department
                    having a residual maturity on such date equal to or greater than
                    5 years
                    but less than 10 years

                   

                	
                  95%

                   

                
	
                  (E)

                   

                	
                  (1)
                    Agency Securities having a remaining stated maturity of up to
                    ten years
                    from the Valuation Date. “Agency Securities” means unsecured,
                    unsubordinated negotiable debt
                    obligations issued by the Federal National Mortgage Association,
                    the
                    Government National Mortgage Association, the Federal Home Loan
                    Mortgage
                    Corporation, or the Federal Home Loan Banks, but excluding Interest-only
                    and principal-only securities.

                   

                  (2)
                    Agency
                    Securities having a remaining stated maturity of greater than
                    ten years,
                    but not more than 30 years, from the Valuation Date.

                   

                	
                  97%

                   

                   

                   

                   

                   

                  96%

                   

                
	
                  (F)

                   

                	
                  In
                    respect of a party, such other assets as the other party may
                    from time to
                    time specify in writing as qualifying as Eligible Collateral
                    for the
                    purpose of this Annex (provided that any such assets shall cease
                    to
                    qualify as Eligible Collateral if such other party subsequently
                    specifies
                    in writing that they shall no longer qualify as Eligible Collateral).
                    For
                    the avoidance of doubt there are no other assets which, as of
                    the date of
                    this Annex, qualify as Eligible Collateral for either party.

                   

                	
                  Such
                    percentage as shall, from time to time, be specified by the other
                    party as
                    applying to such Eligible Collateral.

                   

                


        

        


        (iii) Other
          Eligible Support.
          With
          respect to a party, such Other Eligible Support as the other party may
          from time
          to time specify in writing as qualifying as "Other Eligible
          Support"
          and for
          the avoidance of doubt there are no items which qualify as Other Eligible
          Support for either party as of the date of this Annex.

        


        
          	 	
                  (iv)

                	
                  Thresholds.

                


        

        


        	(A)  	
                "Independent
                  Amount"
                  means with respect to Party A and Party B:
                  Zero.

              


         

        	(B)  	
                "Threshold"
                  means with respect to Party A:Infinity; provided,
                  if a Counterparty Rating Agency Downgrade
                  (as defined in the Schedule) has occurred and is continuing, then
                  the Threshold with respect to Party A shall be zero unless Party
                  A has
                  remedied such Counterparty Rating Agency Downgrade in accordance
                  with Part
                  1(h)(3) of the Schedule by means other than posting collateral
                  pursuant to
                  this Annex.

              


         

        "Threshold"
          means
          with respect to Party B: Infinity 

         

        	(C)  	
                "Minimum
                  Transfer Amount"
                  means with respect to Party A:$250,000.

              


         

        "Minimum
          Transfer Amount"
          means
          with respect to Party B:$250,000.

                          (D)  Rounding.
          The
          Delivery Amount and the Return Amount will be rounded up and down respectively
          to the nearest integral multiple of $10,000.


        
          
            CMALT
              2007-A2 CSA

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  (c)

                	
                  Valuation
                    and Timing.

                


        

        


        (i) "Valuation
          Agent"
          means,
          for purposes of Paragraphs 3 and 5, the party making the demand under Paragraph
          3; for the purposes of Paragraph 4(d)(ii), the Secured Party receiving
          the
          Substitute Credit Support; and, for purposes of Paragraph 6(d), the Secured
          Party receiving or deemed to receive the Distributions or the Interest
          Amount,
          as applicable provided that where there has occurred and is continuing
          an Event
          of Default, Potential Event of Default or Specified Condition in respect
          of such
          party it shall not be a Valuation Agent and the other party shall be the
          Valuation Agent.

        


        (ii) "Valuation
          Date"
          means
          the first day of each calendar week that is a Local Business Day which,
          if
          treated as a Valuation Date, would result in a Delivery Amount or Return
          Amount;
          or such other Local Business Day that either party may elect to designate
          a
          Valuation Date by notice to the Valuation Agent.

        


        (iii) "Valuation
          Time"
          means
          the close of business in the city of the Valuation Agent on the Local Business
          Day before the Valuation Date or date of calculation, as applicable,
provided
          that the
          calculations of Value and Exposure will be made as of approximately the
          same
          time on the same date. 

        


        (iv) "Notification
          Time"
          means
          4:00 p.m., London time, on a Local Business Day.

        


        
          	
                  (d)

                	
                  Conditions
                    Precedent and Secured Party's Rights and
                    Remedies. 

                


        

        


        (i) Subject
          to Paragraphs 13(d)(ii) and 13(d)(iii), for the purposes of this Annex
          the
          following events will each be a "Specified
          Condition"
          for the
          party specified (that party being the Affected Party if the event occurs
          with
          respect to that party):

        


        
          	 	
                  Party
                    A

                   

                	
                  Party
                    B

                   

                
	
                  - Illegality

                   

                	
                  X

                   

                	
                  X

                   

                
	
                  - Credit
                    Event Upon Merger

                   

                	
                  X

                   

                	
                  X

                   

                
	
                  - Additional
                    Termination Event(s):

                	 	 
	
                  An
                    event which, with the giving of notice or the passage of time,
                    or both,
                    would constitute one or more of the foregoing events 

                	
                  X

                	
                  X

                


        

        


        (ii) For
          the
          purposes of sub-Paragraphs 4(a)(ii), 8(a)(2) and 8(b), the words "Specified
          Condition"
          shall be
          deleted and the words "Termination Event" shall be substituted therefor
          and
          provided further that for the purposes of Paragraph 8(b) the words "or
          been
          designated" shall be deleted in their entirety;

        


        (iii) For
          the
          purposes of sub-Paragraph 8(a)(1) the words "Specified
          Condition"
          shall be
          deleted in their entirety.

        


        
          	
                  (e)

                	
                  Substitution.

                


        

        


        (i) "Substitution
          Date"
          has the
          meaning specified in Paragraph 4(d)(ii).


        
          
            CMALT
              2007-A2 CSA

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        	(ii)  	
                Consent.
                  The Pledgor must obtain the Secured Party's prior consent to any
                  substitution pursuant to Paragraph 4(d) and shall give to the Secured
                  Party not less than two (2) Local Business Days notice thereof
                  specifying
                  the items of Posted Credit Support intended for
                  substitution.

              


        


        
          	 	
                            (iii)

                	
                  Return
                    Procedure.
                    In Paragraph 4(d)(ii) the words "not later than the Local Business
                    Day
                    following" shall be deleted and replaced with the words "as soon
                    as
                    practical after".

                


        

        


        
          	
                  (f)

                	
                  Dispute
                    Resolution.

                


        

        


        (i) "Resolution
          Time"
          means
          4:00 p.m. London time on the Local Business Day following the date on which
          the
          notice of the dispute is given under Paragraph 5.

        


        (ii) Value.
          For the
          purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of Eligible
          Collateral and Posted Collateral will be calculated as follows: 

        


        (A) with
          respect to any Cash; the amount thereof;

        


        (B) with
          respect to any Eligible Collateral comprising securities; the sum of (a)(x)
          the
          last mid-market price on such date for such securities on the principal
          national
          securities exchange on which such securities are listed, multiplied by
          the
          applicable Valuation Percentage or (y) where any such securities are not
          listed
          on a national securities exchange, the mid-market price for such securities
          quoted as at the close of business on such date by any principal market
          maker
          for such securities chosen by the Valuation Agent, multiplied by the applicable
          Valuation Percentage or (z) if no such bid price is listed or quoted for
          such
          date, the last mid-market price listed or quoted (as the case may be),
          as of the
          day next preceding such date on which such prices were available; multiplied
          by
          the applicable Valuation Percentage; plus (b) the accrued interest on such
          securities (except to the extent that such interest shall have been paid
          to the
          Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
          referred to in subparagraph (a) above) as of such date; and

        


        (C) with
          respect to any Eligible Collateral other than Cash and securities; the
          fair
          market value of such Eligible Collateral on such date, as determined in
          any
          reasonable manner chosen by the Valuation Agent, multiplied by the applicable
          Valuation Percentage.

        


        (iii) Alternative.
          The
          provisions of Paragraph 5 will apply provided that the obligation of the
          appropriate party to deliver the undisputed amount to the other party will
          not
          arise prior to the time that would otherwise have applied to the Transfer
          pursuant to, or deemed made, under Paragraph 3 if no dispute had
          arisen.

        


        
          	
                  (g)

                	
                  Holding
                    and Using Posted
                    Collateral.

                


        

        


        


        
          	 	
                  (i)

                	
                  Eligibility
                    to Hold Posted Collateral; Custodians:

                


        

        


        Party
          A: Not
          applicable

        


        Party
          B
          or its Custodian will be entitled to hold Posted Collateral pursuant to
          Paragraph 6(b); provided that

        


        (1) whichever
          of Party B or its Custodian that is holding Posted Collateral, shall at
          all
          times have a long term debt or deposit rating of at least A from Standard
&
Poor's Ratings Services, a division of McGraw-Hill Inc. and at least A2
          from
          Moody's Investors 


        
          
            CMALT
              2007-A2 CSA

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Service,
          Inc. (or their respective successors) and have net capital in excess of
          US$500
          million;

        


        (2) the
          Custodian for Party B shall first be approved by Party A and shall be an
          account
          holder in the U.S. Federal Reserve System; and

        


        (3) Party
          B
          is not a Defaulting Party.

        


        
          	
                  (h)

                	
                  Distributions
                    and Interest Amount.

                


        

        


        (i) Interest
          Rate. 
          The
"Interest
          Rate"
          will be,
          the effective rate for Federal Funds, as published on Telerate Page 118,
          provided that if, for any reason, Telerate Page 118 should be unavailable
          the
          Interest Rate shall be such rate as the Secured Party shall reasonably
          determine.

        


        (ii) Transfer
          of Interest Amount.
          The
          Transfer of the Interest Amount will be made on the second Local Business
          Day
          following the end of each calendar month, to the extent that a Delivery
          Amount
          would not be created or increased by that transfer in which event such
          Interest
          Amount will be retained by the Secured Party, and on any Local Business
          Day on
          which all Posted Collateral in the form of Cash is Transferred to the Pledgor
          pursuant to Paragraph 3(b).

        


        (iii) Alternative
          to Interest Amount.
          The
          provisions of Paragraph 6(d)(ii) will apply and for the purposes of calculating
          the Interest Amount the amount of interest calculated for each day of the
          Interest Period shall be compounded daily.

        


        
          	
                  (i)

                	
                  Additional
                    Representation(s).
                    There are no additional representations by either
                    party.

                


        

        


        
          	
                  (j)

                	
                  Other
                    Eligible Support and Other Posted
                    Support.

                


        

        


        (i) "Value"
          with respect to Other Eligible Support and Other Posted Support shall have
          such
          meaning as the parties shall agree in writing from time to time.

        


        (ii)
           "Transfer"
          with respect to Other Eligible Support and Other Posted Support shall have
          such
          meaning as the parties shall agree in writing from time to time.

        


        
          	
                  (k)

                	
                  Demands
                    and Notices. All
                    demands, specifications and notices under this Annex will be
                    made pursuant
                    to the Addresses for Notices Section of this Agreement, save
                    that any
                    demand, specification or notice:

                


        

        


        (i) shall
          be
          given to or made at the following addresses:

        


        
          	 	
                  If
                    to Party A:

                


        

        


        Address: One
          Cabot
          Square

        London
          E14 4QJ

        England.
          

        


        Telephone: 44
          20
          7883 5324

        Facsimile: 44
          20
          7883 7987

        Attention: Collateral
          Management Unit

        
          	 	
                  or
                    at such other address as the relevant party may from time to
                    time
                    designate by giving notice (in accordance with the terms of this
                    paragraph) to the other party;

                


        


        
          
            CMALT
              2007-A2 CSA

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        (ii) shall
          (unless otherwise stated in this Annex) be deemed to be effective at the
          time
          such notice is actually received unless such notice is received on a day
          which
          is not a Local Business Day or after the Notification Time on any Local
          Business
          Day in which event such notice shall be deemed to be effective on the next
          succeeding Local Business Day.

        


        
          	
                  (l)

                	
                  Address
                    for Transfers.

                


        

        


        
          	 	
                  Party
                    A: To be notified to Party B by Party A at the time of the request
                    for the
                    Transfer.

                


        

        


        Party
          B:



        Citibank,
          N.A.

        Agency
          and Trust

        New
          York,
          NY

        ABA
          #
          021-000-089

        A/C
          3617-2242

        Further
          Credit to Account #106380

        Ref:
          Account #CMALT 2007-A2

         

        
          	
                  (m)

                	
                  Other
                    Provisions.

                


        

        


        
          	 	
                  (i)

                	
                  Additional
                    Definitions. As
                    used in this Annex:

                


        

        


        
          	 	 	
                  "Equivalent
                    Collateral" means,
                    with respect to any security constituting Posted Collateral,
                    a security of
                    the same issuer and, as applicable, representing or having the
                    same class,
                    series, maturity, interest rate, principal amount or liquidation
                    value and
                    such other provisions as are necessary for that security and
                    the security
                    constituting Posted Collateral to be treated as equivalent in
                    the market
                    for such securities;

                


        

        


        
          	 	 	
                  "Local
                    Business Day"
                    means:
                    (i) any day on which commercial banks are open for business (including
                    dealings in foreign exchange and foreign currency deposits) in
                    London, and
                    (ii) in relation to a Transfer of Eligible Collateral, a day
                    on which the
                    clearance system agreed between the parties for the delivery
                    of Eligible
                    Collateral is open for acceptance and execution of settlement
                    instructions
                    (or in the case of a Transfer of Cash or other Eligible Collateral
                    for
                    which delivery is contemplated by other means, a day on which
                    commercial
                    banks are open for business (including dealings for foreign exchange
                    and
                    foreign deposits) in New York and such other places as the parties
                    shall
                    agree);

                


        

        


        
          	 	
                  (ii)

                	
                  Transfer
                    Timing

                


        

        


        (a) Paragraph
          4(b) shall be deleted and replaced in its entirety by the following paragraph:
          

        


        
          	 	 	 	
                  "Subject
                    to Paragraphs 4(a) and 5 and unless otherwise specified, if a
                    demand for
                    the Transfer of Eligible Credit Support or Posted Credit Support
                    is made
                    by the Notification Time, then the relevant Transfer will be
                    made not
                    later than the close of business on the second Local Business
                    Day
                    thereafter; if a demand is made after the Notification Time then
                    the
                    relevant Transfer will be made not later than the close of business
                    on the
                    third Local Business Day
                    thereafter."

                


        

        


        (b) Paragraph
          6(d)(1) shall be amended so that the reference therein to "the following
          Local
          Business Day" shall be replaced by reference to "the second Local Business
          Day
          thereafter".


        
          
            CMALT
              2007-A2 CSA

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (iii) Events
          of Default 

        


        Paragraph
          7 shall be amended so that the references in Paragraph 7(i), Paragraph
          7(ii) and
          Paragraph 7(iii) to "two Local Business Days", "five Local Business Days"
          and
          "thirty days" respectively, shall instead be replaced by "one Local Business
          Day", "three Local Business Days" and "three Local Business Days"
          respectively.

        


        (iv) Holding
          Collateral

        


        The
          Secured Party shall cause any Custodian appointed hereunder to open and
          maintain
          a segregated account and to hold, record and identify all the Posted Collateral
          in such segregated account and, subject to Paragraphs 6(c) and 8(a), such
          Posted
          Collateral shall at all times be and remain the property of the Pledgor
          and
          shall at no time constitute the property of, or be commingled with the
          property
          of, the Secured Party or the Custodian.

        



        
          
            CMALT
              2007-A2 CSA

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        IN
          WITNESS WHEREOF,
          the
          parties have executed this document on the respective dates specified below
          with
          effect from the date specified on the first page of this document.

        


        


        
          	
                   

                  CREDIT
                    SUISSE INTERNATIONAL

                   

                	
                   

                  U.S.
                    BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT
                    AS TRUSTEE
                    ON BEHALF OF THE TRUST CREATED UNDER THE POOLING AND SERVICING
                    AGREEMENT
                    IN RESPECT OF THE CMALT (CITIMORTGAGE ALTERNATIVE LOAN TRUST),
                    SERIES
                    2007-A2 REMIC PASS-THROUGH CERTIFICATES

                   

                
	
                   

                   

                  By:

                  Name:
                    

                  Title:
                    

                  Date:
                    

                	
                   

                   

                  By:

                  Name:
                    

                  Title:
                    

                  Date:
                    

                   

                
	 	 
	
                   

                  By:

                  Name:
                    

                  Title:
                    

                  Date: