POOLING AND SERVICING AGREEMENT

Contents

Defined Terms

accrual class, 17

accrual directed class, 17

accrual termination day, 35

advance account, 28

advance account advances, 28

advance account available advance amount, 28

advance account depository, 28

advance account depository agreement, 28

advance account funding date, 28

advance account trigger date, 28

affiliate, 35

affiliated mortgage loans, 59

affiliated Paying Agent advances, 65

affiliated servicing fee rate, 35

Agent, 89

aggregate outstanding advances, 35

allocated loss, 20

alternative certificate account, 108

alternative custodial accounts for P&I, 108

alternative escrow account, 108

alternative servicing account, 108

applicable constituent REMIC, 28

appraisal, 35

assumed principal balance, 32

Authenticating Agent, 9, 101

Authorized Officer, 35

Bankruptcy Code, 35

bankruptcy coverage termination date, 35

bankruptcy loss, 35

bankruptcy loss limit, 35

beneficial owner, 36

book-entry certificates, 13

business day, 36

buydown account, 36

buydown funds, 36

buydown mortgage loan, 36

buydown subsidy agreement, 36

certificate account, 61

certificate holder, 36

certificate insurance policy, 28

certificate rate, 10

Certificate Register, 88

Certificate Registrar, 10

certificates, 9

Citibank banking affiliate, 36

CitiMortgage, 9

class, 36

class A-PO, 9

class A-PO certificates, 9

class B holder, 59

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 IIIA- 1 , 9

class IIIA-1 certificates, 9

class IIIA-IO, 9

class IIIA-IO certificates, 9

class L regular interests, 28

class LR certificates, 9

class P regular interests, 28

class percentage, 36

class PR certificates, 9

class R certificates, 9

classes A- x through A- y , 37

classes B- x through B- y , 37

Clearing Agency, 37

Clearing Agency Participant, 37

closing date, 10

CMSI, 9

collected servicing fee, 37

component classes, 22

composite class, 22

constituent REMIC, 28

corporate trust office, 33

cumulative loss test, 15

current interest allocation, 14

custodial accounts for P&I, 63

custodial investment account, 81

cut-off date, 9

debt service reduction, 37

deficient valuation, 37

definitive certificates, 13

delegated servicer, 37

delinquency test, 15

denominations, 12

Depository, 38

determination date, 38

discount loan, 38

disqualified organization, 89

distribution account, 66

distribution day, 10

distribution day data, 68

distribution day statement, 69

distribution report, 76

Eligible Account, 38

Eligible Investments, 81

eligible substitute mortgage loan, 58

ERISA, 38

ERISA Prohibited holder, 89

ERISA Restricted Certificates, 38

escrow accounts, 63

Events of Default, 93

Exchange Act, 38

extraordinary event, 38

FDIC, 38

Fitch, 38

fraud loss, 39

fraud loss limit, 38

Furnished Document, 96

GIC, 39

GNMA, 39

group, 23, 39

group target-rate class percentage, 39

Guide, 39

high-cost mortgage loan, 39

holder, 39

hypothetical mortgage loan, 39

impaired subordination level, 16

independent accountants, 39

Indirect Participant, 39

initial, 39

initial bankruptcy loss limit, 12

initial fraud loss amount, 12

initial special hazard loss limit, 12

insurance premium, 28

insurance proceeds, 39

insured class, 28

Insurer, 28

interest allocation, 14

interest allocation carryforward, 14

interest distribution, 17

interest portion of a liquidated loan loss, 40

interest portion of a realized loss, 47

Internal Revenue Code, 40

investment account, 40

Investment Income, 40

IO class, 40

IO loan, 40

IO strip, 40

last scheduled distribution day, 10

latest possible maturity date, 10

LIBOR, 22

LIBOR accrual period, 21

LIBOR classes, 21

liquidated loan, 40

liquidated loan loss, 40

liquidation expenses, 40

liquidation proceeds, 40

loss recovery, 41

LOWER-TIER REMIC, 28

lower-tier REMIC account, 30

master servicer, 59

master servicing fee, 41

master servicing fee rate, 41

material breach, 57

MERS, 53

month, 41

monthly affiliated servicing fee rate, 35

monthly master servicing fee rate, 41

monthly pass-through rate, 44

monthly third-party servicing fee rate, 50

Moody’s, 41

mortgage, 41

Mortgage Document Custodial Agreement, 52

Mortgage Document Custodian, 52

mortgage documents, 41

mortgage file, 41

mortgage loan, 41

mortgage loan schedule, 41

mortgage note, 41

Mortgage Note Custodian, 41

mortgage note rate, 41

mortgaged property, 41

mortgagor, 41

multiple-pool series, 41

NAS class, 17

net liquidation proceeds, 41

net Paying Agent advances, 42

net REO proceeds, 42

net voluntary advances, 42

non-accelerated senior class, 17

nonrecoverable advance, 42

non-subordinated losses, 42

non-supported prepayment interest shortfall, 42

notional balance, 13

officer’s certificate, 42

opinion of counsel, 42

order of seniority, 42

order of subordination, 42

original value, 43

Originator, 43

outstanding, 43

overcollateralized, 26

PAC class, 17

Participant, 44

pass-through rate, 44

Paying Agent, 10

Paying Agent failure, 28

Paying Agent failure advance, 28

percentage interest, 44

person, 44

planned amortization class, 17

planned balances, 17

PO class, 44

PO loan, 44

PO strip, 44

pool, 44

pool distribution amount, 45

pool I, 23

pool II, 23

pool III, 23

POOLING REMIC, 28

pooling REMIC account, 30

predatory lending law, 45

Predecessor Certificates, 45

premium loan, 45

prepayment interest shortfall, 45

primary mortgage insurance certificate, 45

principal allocation, 14

principal balance, 13

principal distribution, 17

principal portion of a liquidated loan loss, 40

principal portion of a realized loss, 47

principal prepayment, 45

private certificates, 45

Proceeding, 45

property protection expenses, 45

Purchaser, 10

Qualified GIC, 45

Qualified Nominee, 46

rating agency, 10

ratio-stripped IO class, 47

ratio-stripped IO loan, 47

ratio-stripped PO class, 47

ratio-stripped PO loan, 47

realized losses, 47

record date, 47

reduction amount, 25

regular interests, 28

Regulation AB, 84

reimbursement, 17

relevant servicer, 47

Relieved interest, 65

REMIC, 47

REMIC Provisions, 47

remittance delinquency, 64

remittances on affiliated mortgage loans, 62

remittances on third-party loans, 63

REO loan, 47

REO proceeds, 47

REO property, 47

Required Amount of Certificates, 47

reserve fund, 28

residual certificates, 9

residual distribution, 17

residual interest, 28

Responsible Officer, 48

retail class, 28

retail reserve fund, 28

S&P, 48

scheduled monthly loan payment, 48

scheduled principal balance, 48

scheduled principal payments, 48

scheduled servicing fee, 48

Securities Act, 48

senior classes, 9

senior to, 48

Series Terms, 9

servicing account advances, 64

servicing accounts, 62

Servicing Officer, 48

Similar Law, 91

single certificate, 48

single-pool series, 48

special hazard loss, 48

special hazard loss limit, 49

special hazard percentage, 49

special servicer, 60

special servicing agreement, 59

specially serviced mortgage loans, 60

Standard Terms, 9

startup day, 10

subordinate to, 49

subordinated classes, 9

subordinated losses, 49

subordination depletion date, 49

subordination level, 16

substitution adjustment amount, 59

substitution day, 58

super senior classes, 27

super senior support classes, 27

TAC class, 17

target rate, 12

targeted amortization class, 17

targeted balances, 17

target-rate class, 12

target-rate class percentage, 49

target-rate loan, 49

target-rate strip, 49

tax matters person, 31

third-party mortgage loans, 59

third-party Paying Agent advance, 66

third-party servicer, 59

third-party servicer advance, 65

third-party servicing agreement, 59

third-party servicing fee, 50

third-party servicing fee rate, 50

Transfer Instrument, 50

Trust, 9

Trust Fund, 50

Trustee, 9

U.S. person, 50

uncommitted cash, 50

uncommitted cash advances, 65

undercollateralized, 26

undersubordination, 26

Underwriter, 10

unscheduled principal payments, 50

upper-tier REMIC, 28

upper-tier REMIC account, 30

voluntary advance, 65

voting interest, 13

yield maintenance agreement, 32

yield maintenance amount, 32

yield maintenance payments, 32

yield maintenance provider, 32

yield maintenance reserve fund, 32

POOLING AND SERVICING AGREEMENT

October 1, 2006

PARTIES

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

A common law trust is established under New York law as of October 1, 2006 (the cut-off date ), to be called the “Citicorp Mortgage Securities Trust, Series 2006-5” (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 “Citicorp Mortgage Securities Trust, Series 2006-5 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 14, 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 IIIA-1 Certificates” (the class IIIA-1 certificates or class IIIA-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 );

·   “Senior Class IIIA-IO Certificates” (the class IIIA-IO certificates or class IIIA-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)   two residual interests individually designated as

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

·   “Class LR Certificates” (the class LR certificates .

The class PR and LR certificates together constitute the residual certificates . (There are no “Class R Certificates” (the class R certificates ).)

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

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

The Mortgage Document Custodian is Citibank, N.A.

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

The certificates will be first executed, authenticated and delivered on October 27, 2006 (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 November 2006, 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 October 25, 2036.

The nationally recognized statistical rating agencies for the senior classes are Moody’s and Fitch, and for the class IA-4 and IA-14 certificates only, S&P, and the rating agency for classes B-1 through B-5 is Fitch.

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:

____________

The per annum target rates for the pools are

pool I:   6%

pool II:   5.5%

pool III   5.5%

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

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

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

The denominations of

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

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

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

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

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

·   pool I will consist primarily of 25- to 30-year fixed-rate conventional one- to four-family mortgage loans,

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

·   pool III will consist primarily of 30-year fixed-rate conventional one- to four-family mortgage loans originated through corporate relocation programs.  

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 $56,230,992.16 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.

All senior class certificates (other than the ratio-stripped IO certificates) and the class B-1 through B-6 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 and the residual certificates will be issued in fully registered certificated form ( definitive certificates ).

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..

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

While class IA-4 is not a LIBOR class, it will be considered a LIBOR class for purposes of determining its record date, and will be deemed to have a LIBOR accrual period beginning on the 25th day of each month.

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.

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 proportional 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.

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 proportional 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.)

The principal allocation for a distribution day is:

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

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

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

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

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

(c) for each subordinated class ,

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

·   plus the class’s proportional 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.

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:

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:

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

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

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.

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 as follows:

First, to class IA-1 and IA-14, the amounts determined under ‘‘NAS classes’’ below.

Second , sequentially

A.   concurrently to classes IA-2 and IA-13, in proportion to their principal balances, until their principal balances are reduced to zero, and then

B.   to class IA-3,

in that order, until their aggregate principal balance is reduced to their aggregate planned balance for that distribution day as shown in “—PAC classes” below.

Third , to class IA-4, until its principal balance is reduced to its targeted balance for that distribution day as shown in “—TAC classes” below.

Fourth , sequentially to classes IA-5, IA-4, and IA-6, in that order, and without regard to class IA-4’s targeted balance, until their principal balances are reduced to zero.

Fifth , concurrently,

·   33.2382359704% sequentially, to classes IA-7 through IA-10, in that order, until their principal balances are reduced to zero, and

·   66.7617640296% to classes IA-11 and IA-12, in proportion to their principal balances, until their principal balances are reduced to zero.

Sixth , sequentially

in that order, and without regard to their aggregate planned balance.

Seventh , to classes IA-1 and IA-14, 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.

Group III : Principal allocated to the group III senior target-rate classes from the pool III target-rate strip will be allocated to class IIIA-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 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.

Classes IA-1 and IA-14 are non-accelerated senior , or NAS classes.

For the first 60 distribution days, the principal allocation for a NAS class will be zero. For distribution day 61 and after, the principal allocation for each NAS class will equal

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

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

Classes IA-2, IA-3, and IA-13 are planned amortization (or PAC )  classes . The aggregate planned balances for the PAC classes are given in the PAC Schedule.

Class IA-4 is a targeted amortization (or TAC )  class . The targeted balances for the TAC class is given in the TAC Schedule.

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

Classes IA-5 and IA-6 are accrual classes . Their accrual directed classes are class IA-4, and classes IA-4 and IA-5, respectively.

On each distribution day before interest is distributed to the accrual classes IA-5 and IA-6, interest that is accrued on the principal balance of those classes will be redirected to make principal distributions to their accrual directed classes as follows:

First , interest on class IA-6 will be distributed as principal to class IA-4, until class IA-4’s principal balance is reduced to

its targeted balance for that distribution day, and then sequentially to classes IA-5 and IA-4, in that order (and without regard to class IA-4’s targeted balance, until their principal balances are reduced to zero.

Second , interest on class IA-5 will be distributed as principal to class IA-4, until class IA-4’s principal balance is reduced to its targeted balance for that distribution day.

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

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

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

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

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

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

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

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

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

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

(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.

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.

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

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.

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.

(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.

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.

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.

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.

Classes IA-11 and IA-12 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 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.

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 three pools. Pool I consists of the mortgage loans described in exhibit B-1, Pool II consists of the mortgage loans described in exhibit B-2., and Pool III consists of the mortgage loans described in exhibit B-3.

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

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

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

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

On each distribution day, the aggregate amount of any

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

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

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

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

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

by that amount.

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

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

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

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

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

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

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

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

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

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

Subject to “- Undercollateralization” below, if realized subordinated losses on a distribution day exceed the aggregate principal balance of the subordinated classes, the aggregate principal balance of the senior classes in each group will be reduced by the group’s proportional 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.

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.

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

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

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

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.

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

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

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

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

undercollateralized, will, in proportion to the aggregate principal balance of the subordinated component classes of such 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.

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

From and after the subordination depletion date,

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

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

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

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

up to the support amount shown for the super senior support class.

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

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

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 .

(a) CMSI and the Trustee will make the appropriate elections to treat the Trust Fund, and the affairs of the Trust Fund will be conducted so as to qualify the Trust Fund, for federal income tax purposes as two separate constituent REMICs - the pooling REMIC  and the lower-tier REMIC . There is no 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, IIIA-IO, A-PO and the class P regular interests described below, are designated as the regular interests in the pooling REMIC within the meaning of Internal Revenue Code Section 860G(a)(1). Class PR is designated as the residual interest in the pooling REMIC within the meaning of Internal Revenue Code Section 860G(a)(2).

The assets of the lower-tier REMIC will consist of the class P regular interests described below, the Trustee’s rights under any certificate insurance policy and reserve fund, any retail reserve fund, and any assets in the lower-tier REMIC account described below. Classes IA-1 through IA-14, IIA-1, IIIA-1, and B-1 through B-6 are designated as the regular interests in the lower-tier REMIC. Class LR is designated as the residual interest in the lower-tier REMIC.

There are six uncertificated class P regular interests , each designated as “Citicorp Mortgage Securities Trust, Series 2006-5 REMIC Pass-Through Certificates,” and further individually designated as a

·   “PI-M regular interest,”

·   “PI-Q regular interest,”

·   “PII-M regular interest,”

·   “PII-Q regular interest,”

·   “PIII-M regular interest,” and

·   “PIII-Q regular interest.”

There are no uncertificated class L regular interests .

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

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.

On each distribution day, each 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,

·   for the PI-M and PI-Q regular interests, the pool I target-rate strip;

·   for the PII-M and PII-Q regular interests, the pool II target-rate strip, and

·   for the PIII-M and PIII-Q regular interests, the pool III target-rate strip.

Recoveries of previously allocated realized losses of principal will be allocated to the class P and any class L regular interests in the same manner as realized losses were allocated to them.

For each distribution day, and for each pool x and y , the P x -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 the P x -M regular interest to the principal balance of the P y -M regular interest is not the same as the ratio of the aggregate principal balance of the component classes x B-1 through x B-6 to the aggregate principal balance of the component classes y B-1 through y B-6, then the least amount of principal will be distributed to the P x -M or P y -M regular interest, as applicable, so that the ratio of the principal balance of the P x -M regular interest to the principal balance of the P y -M regular interest will be the same as the ratio of the aggregate principal balance of the component classes x B-1 through x B-6 to the aggregate principal balance of the component classes y B-1 through y B-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.

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

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

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 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.

If in any taxable year there will be more than one holder of any class of residual certificates, a tax matters person may be designated for the related REMIC, who will have the same duties for the related REMIC as those of a “tax matters partner” under Subchapter C of Chapter 63 of Subtitle F of

the Internal Revenue Code, and who will be, in order of priority, (i) CitiMortgage or an affiliate of CitiMortgage, if CitiMortgage or such affiliate is the holder of a residual certificate of the related REMIC at any time during the taxable year or at the time the designation is made, (ii) if CitiMortgage is not a holder of a residual certificate of the related REMIC at the relevant time, CitiMortgage as agent for the holder of the residual certificate of the related REMIC, if the designation is permitted to be made under the Internal Revenue Code, or (iii) the holder of a residual certificate of the related REMIC or person who may be designated a tax matters person in the same manner in which a tax matters partner may be designated under applicable Treasury Regulations, including Treas-ury Regulations § 1.860F-4(d) and tem-porary Treasury Regulations § 301.-6231-(a)-(7)-1T.

The Trustee is hereby directed to enter into a yield maintenance agreement with Wachovia Bank, N.A. (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 certain payments ( yield maintenance payments ) to the Paying Agent for the benefit of the holders of the class IA-4 certificates. Yield maintenance payments received by the Paying Agent will be distributed to the holders of the class IA-4 certificates in proportion to the principal balances of their certificates.

Each yield maintenance payment to be distributed to the holders of the class IA-4 certificates will be a per annum percentage equal to the excess of LIBOR for the accrual period (but not more than 8.95%) over 5.45% of an assumed principal balance for the class for the relevant distribution day set forth in the yield maintenance agreement.

The Paying Agent will pass the yield maintenance payments through to the holders of the class IA-4 certificates, but not more than will be required to pay the class IA-4 certificates an amount (the yield maintenance amount ) for that distribution day equal to a per annum rate of the excess of LIBOR for the accrual period (but not more than 8.95%) over 5.45% of the actual principal balance for the class for that distribution day.

If for any distribution day, the assumed principal balance is greater than the aggregate outstanding principal balance of the class IA-4 certificates, the yield maintenance payment by the yield maintenance provider to the Paying Agent may exceed the yield maintenance amount required to be made to the holders of the class IA-4 certificates. In such case, any excess will be deposited in a yield maintenance reserve fund 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 the class IA-4 certificates, the yield maintenance payment will be less than the yield maintenance amount for such distribution day and a shortfall will result. Funds in the yield maintenance reserve fund will be paid to the holders of the class IA-4 certificates, in proportion to the principal balances of their certificates on the distribution day, to

compensate them for any shortfalls in interest distributions, or any failure of the sum of interest distributions on the IA-4 certificates plus yield maintenance payments for that distribution day to equal LIBOR plus 0.55% per annum (limited to a maximum rate of 9.5% per annum). Once the principal balance of the class IA-4 certificates has been reduced to zero, or the Trust has been terminated, any funds remaining in the yield maintenance reserve fund will be paid to HSBC.

The yield maintenance reserve fund may not be invested.

The yield maintenance reserve fund will be treated as an “outside reserve fund” under the REMIC provisions, beneficially owned by HSBC, who will be entitled to any reimbursement from the REMICs with respect thereto.

CitiMortgage will treat the portion of the Trust that holds the right of the class IA-4 certificates to receive payments under the yield maintenance agreement as a grantor trust for federal income tax purposes. CitiMortgage will treat the holders of the class IA-4 certificates as the beneficial owners of the right to receive payments under the yield maintenance agreement, and HSBC as the beneficial owner of the yield maintenance agreement and the yield maintenance reserve fund. Based on information provided annually by CitiMortgage with respect to the class IA-4 Certificates, the Trustee will report, or will cause to be reported, annually to the holders of the class IA-4 certificates and to the IRS (as attachments to Form 1041 or other applicable form) their allocable shares of income and expense with respect to their right to receive payments under the yield maintenance agreement under the rules applicable to notional principal contracts, taking into account the portion of the original issue price of the class IA-4 certificates allocable to their right to receive payments under the yield maintenance agreement, and treating each holder of class IA-4 certificates as if it were an original holder. CitiMortgage will not vary the investment of the holders of the class IA-4 certificates to take advantage of variations in market rates of interest to improve their rates of return.

Notices should be sent:

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

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

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

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

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

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

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

To the Mortgage 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.

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

STANDARD 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).