Common use of Depositories Clause in Contracts

Depositories. The Depositor may at any time and from time to time in its discretion transfer the Certificate Account, the Collection Account or any Escrow Account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "eligible depository"). Upon such transfer, such transferee bank, savings and loan association or trust company shall be deemed to be a Depository with respect to the account or accounts so transferred. In the event that the long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall be rated at less than A by Fitch if Fitch is a Rating Agency, or the short-term debt obligations of such Depository shall be rated by S&P at less than A-1+ if S&P is a Rating Agency, by Fitch at less than F-1 if Fitch is a Rating Agency and by Moody's at less than P-1 if Moody's is a Rating Agency (the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01, then within five Business Days of such reduction, the Depositor shall (A) transfer or direct the Paying Agent in writing to transfer the Certificate Account, Collection Account or Escrow Account to an eligible depository satisfying the Ratings Requirements, (B) establish another account in the corporate trust department of the Paying Agent or if such Paying Agent has a long-term and short-term debt rating at least equal to the Rating Requirements, in any department of the Paying Agent (the "Alternative Certificate Account", the "Alternative Collection Account" or the "Alternative Escrow Account", as the case may be) and direct the Servicer to remit in accordance with this Agreement any funds deposited into the Escrow Account to the Alternative Escrow Account, and direct the Servicer to remit in accordance with this Agreement any funds deposited into the Certificate Account or the Collection Account to the Alternative Certificate Account or Alternative Collection Account, respectively, (C) (i) cause such Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall be held by the Paying Agent or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent a perfected first lien and otherwise reasonably satisfactory to the Paying Agent; such pledge in either case to secure such Depository's performance of its obligations in respect of the Certificate Account, Collection Account or Escrow 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 the Depositor, as the case may be, pledges securities pursuant to this subsection (C), the Depositor and the Paying Agent shall have received the written assurance of each Rating Agency that the pledging of such securities and any arrangements or agreements relating thereto will not result in a reduction or withdrawal of the then-current rating of the Certificates, (D) establish an account or accounts or enter into an agreement so that the existing Certificate Account, Collection Account or Escrow Account is supported by a letter of credit or some other form of credit support which the provider 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, the Depositor and the Paying Agent shall have received written assurance from each Rating Agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Account, Collection Account or Escrow 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, (E) establish another account which constitutes an Eligible Account or (F) make such other arrangements as to which the Depositor and the Paying Agent 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. In the event that 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 shall be the rating assigned to the Certificates prior to any such downgrade. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED STATE OF ) ): COUNTY OF ) [ ], being first duly sworn, deposes and says: 1. That he is [_____________] of [____________] (the "Investor"), a [state type of entity] duly organized and existing under the laws of the [State of ___________] [United States], on behalf of which he makes this affidavit. 2. That the Investor's Taxpayer Identification Number is [_____________]. 3. That the Investor is not a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") or an ERISA Prohibited Holder, and will not be a "disqualified organization" or an ERISA Prohibited Holder as of [Issue Date], 200[*], and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate") for the account of, or as agent (including a broker, nominee or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit. For these purposes, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.

Depositories. The Depositor CitiMortgage may at any time and from time to time in its discretion transfer the Certificate Accountcertificate account, the Collection Account buydown account, if any, escrow account, custodial accounts for P&I or any Escrow Account servicing account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall will be deemed to be a Depository with respect to for the transferred account or accounts. For a Depository of the certificate account, buydown account, escrow account, custodial accounts so transferred. In for P&I or servicing account to satisfy the event that the “rating requirement” · its long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall must be rated at less than A least “A” by Fitch if Fitch is a Rating Agencyrating agency, or the and · its short-term debt obligations of such Depository shall be are rated at least “A-1+” by S&P at less than A-1+ if S&P is a Rating Agencyrating agency, “F-1” by Fitch at less than F-1 if Fitch is a Rating Agency rating agency, and “P-1” by Moody's at less than P-1 ’s if Moody's Mxxxx’x is a Rating Agency (rating agency. If a Depository ceases to satisfy the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01rating requirement, then within five Business Days of business days after such reductioncessation, the Depositor shall CitiMortgage will (A) transfer or direct the Paying Agent in writing Trustee to transfer the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to an eligible depository satisfying that satisfies the Ratings Requirements, rating requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent has a long-term and short-term debt Trustee satisfies the rating at least equal to the Rating Requirementsrequirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Account" “alternative certificate account,” “alternative buydown account,” “alternative escrow account,” “alternative custodial accounts for P&I,” or the "Alternative Escrow Account", “alternative servicing account,” as the case may be) and transfer the funds from the buydown account to the alternative buydown account, direct the Servicer CitiMortgage or a third-party servicer, as applicable, to remit in accordance with this Agreement agreement any funds deposited into the Escrow Account servicing account, escrow account or custodial accounts for P&I to the Alternative Escrow Accountalternative servicing account, alternative escrow account or alternative custodial account for P&I, respectively, and direct the Servicer CitiMortgage to remit in accordance with this Agreement agreement any funds deposited into the Certificate Account or the Collection Account certificate account to the Alternative Certificate Account or Alternative Collection Account, respectively, alternative certificate account, (C) (i) cause such the Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall will be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such the Depository's ’s performance of its obligations in respect of the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCitiMortgage, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CitiMortgage, any Insurer and the Paying Agent shall Trustee have received the written assurance of each Rating Agency 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 Certificatescertificates (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 Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account is supported by a letter of credit or some other form of credit support support, which the provider 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 Requirementsrating requirements; provided, however, that prior to the establishment of such an account or the entering into of such an agreement, the Depositor CitiMortgage, any Insurer and the Paying Agent shall have received Trustee receive written assurance from each Rating Agency rating agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Accountcertificate account, Collection Account buydown account or Escrow Account 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 Certificatescertificates (for an insured class certificates, without reference to a certificate insurance policy), (E) establish another account which constitutes an Eligible Account or Account, or (F) make such other arrangements as to which the Depositor CitiMortgage, any Insurer and the Paying Agent Trustee have received prior written assurance from each Rating Agency rating agency that such arrangement will not result in a reduction or withdrawal of the then-current rating on the Certificatescertificates. In the event that If the rating on the Certificates 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 shall certificates will be the rating assigned to the Certificates certificates prior to any such downgrade. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986downgrade (for any insured class certificates, AS AMENDED STATE OF ) ): COUNTY OF ) [ ], being first duly sworn, deposes and says: 1without reference to any certificate insurance policy). That he is [_____________] of [____________] (the "Investor"), a [state type of entity] duly organized and existing under the laws of the [SIGNATURES AND ACKNOWLEDGMENTS By: /s/ Dxxxxx X. Xxxxxxx Dxxxxx X. Xxxxxxx President State of ___________] [United States], on behalf of which he makes this affidavitMissouri ) ) ss. 2. That the Investor's Taxpayer Identification Number is [_____________]. 3. That the Investor is not a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") or an ERISA Prohibited Holder, and will not be a "disqualified organization" or an ERISA Prohibited Holder as of [Issue Date], 200[*], and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate") for the account of, or as agent (including a broker, nominee or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit. For these purposes, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.:

Depositories. The Depositor CitiMortgage may at any time and from time to time in its discretion transfer the Certificate Accountcertificate account, the Collection Account buydown account, if any, escrow account, custodial accounts for P&I or any Escrow Account servicing account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall will be deemed to be a Depository with respect to for the transferred account or accounts. For a Depository of the certificate account, buydown account, escrow account, custodial accounts so transferred. In for P&I or servicing account to satisfy the event that the “rating requirement” · its long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall must be rated at less than A least “A” by Fitch if Fitch is a Rating Agencyrating agency, or the and · its short-term debt obligations of such Depository shall be are rated at least “A-1+” by S&P at less than A-1+ if S&P is a Rating Agencyrating agency, “F-1” by Fitch at less than F-1 if Fitch is a Rating Agency rating agency, and “P-1” by Moody's at less than P-1 ’s if Moody's Mxxxx’x is a Rating Agency (rating agency. If a Depository ceases to satisfy the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01rating requirement, then within five Business Days of business days after such reductioncessation, the Depositor shall CitiMortgage will (A) transfer or direct the Paying Agent in writing Trustee to transfer the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to an eligible depository satisfying that satisfies the Ratings Requirements, rating requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent has a long-term and short-term debt Trustee satisfies the rating at least equal to the Rating Requirementsrequirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Account" “alternative certificate account,” “alternative buydown account,” “alternative escrow account,” “alternative custodial accounts for P&I,” or the "Alternative Escrow Account", “alternative servicing account,” as the case may be) and transfer the funds from the buydown account to the alternative buydown account, direct the Servicer CitiMortgage or a third-party servicer, as applicable, to remit in accordance with this Agreement agreement any funds deposited into the Escrow Account servicing account, escrow account or custodial accounts for P&I to the Alternative Escrow Accountalternative servicing account, alternative escrow account or alternative custodial account for P&I, respectively, and direct the Servicer CitiMortgage to remit in accordance with this Agreement agreement any funds deposited into the Certificate Account or the Collection Account certificate account to the Alternative Certificate Account or Alternative Collection Account, respectively, alternative certificate account, (C) (i) cause such the Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall will be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such the Depository's ’s performance of its obligations in respect of the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCitiMortgage, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CitiMortgage, any Insurer and the Paying Agent shall Trustee have received the written assurance of each Rating Agency 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 Certificatesany class of 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 Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account is supported by a letter of credit or some other form of credit support support, which the provider 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 Requirementsrating requirements; provided, however, that prior to the establishment of such an account or the entering into of such an agreement, the Depositor CitiMortgage, any Insurer and the Paying Agent shall have received Trustee receive written assurance from each Rating Agency rating agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Accountcertificate account, Collection Account buydown account or Escrow Account 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 Certificatesof any class of certificates (for an insured class certificates, without reference to a certificate insurance policy), (E) establish another account which constitutes an Eligible Account or Account, or (F) make such other arrangements as to which the Depositor CitiMortgage, any Insurer and the Paying Agent Trustee have received prior written assurance from each Rating Agency rating agency that such arrangement will not result in a reduction or withdrawal of the then-current rating on the Certificatesof any class of certificates. In the event that If the rating on the Certificates a class of 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 shall such class of certificates will be the rating assigned to the Certificates class of certificates prior to any such downgradedowngrade (for any insured class certificates, without reference to any certificate insurance policy). SIGNATURES AND ACKNOWLEDGMENTS By: /s/ Dxxxx X. Xxxxx Dxxxx X. Xxxxx Assistant Vice President State of Missouri ) ) ss. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4: County of St. Cxxxxxx ) OF THE INTERNAL REVENUE CODE OF 1986On the 25th day of July 2007 before me, AS AMENDED STATE OF ) ): COUNTY OF ) [ ]a notary public in and for the State of Missouri, personally appeared Dxxxxx X. Xxxxxxx, known to me who, being first by me duly sworn, deposes did depose and says: 1. That 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. Notary Public [_____________Notarial Seal] By: /s/ Dxxxxxx X. Xxxx Dxxxxxx X. Xxxx Vice President State of [____________] (Missouri ) ) ss.: County of St. Cxxxxxx ) On the "Investor")25th day of July 2007 before me, a [state type notary public in and for the State of entity] Missouri, personally appeared Dxxxxxx X. Xxxx, known to me who, being by me duly organized sworn, did depose and existing under the laws say that she is Vice President of CitiMortgage, Inc., one of the parties that executed the foregoing instrument; and that she signed her name thereto by authority of the Board of Directors of said corporation. Notary Public [Notarial Seal] in its individual capacity and as Trustee By: /s/ Mxxxxxxxx Xxxxxx Mxxxxxxxx Xxxxxx Assistant Vice President Commonwealth of Massachusetts ) ) ss.: County of Suffolk ) On the 25th day of July 2007 before me, a notary public in and for the Commonwealth of Massachusetts, personally appeared Mxxxxxxxx Xxxxxx 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. Notary Public [Notarial Seal] in its individual capacity and as Paying Agent, Certificate Registrar and Authenticating Agent By: /s/ Nxxxx Xxxxx Nxxxx Xxxxx Assistant Vice President State of ___________New York ) ) ss.: County of New York ) On the 25th day of July 2007 before me, a notary public in and for the State of New York, personally appeared Nxxxx Xxxxx 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. Notary Public [Notarial Seal] [United States]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 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 which he makes this affidavit. 2an obligor or to an investor are made only by authorized personnel. 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 1986CitiMortgage Citibank, N.A., as amended (the "Code"Paying Agent 1122(d)(2)(iii) Advances of funds or an ERISA Prohibited Holderguarantees regarding collections, cash flows or distributions, and will not be a "disqualified organization" any interest or an ERISA Prohibited Holder other fees charged for such advances, are made, reviewed and approved as of [Issue Date]specified in the transaction agreements. CitiMortgage Citibank, 200[*]N.A., and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate"as Paying Agent 1122(d)(2)(iv) The related accounts for the account oftransaction, such as cash reserve accounts or accounts established as agent a form of over collateralization, are separately maintained (including a brokere.g., nominee or other middlemanwith respect to commingling of cash) for, any person or entity from which it has not received an affidavit substantially as set forth in the form of this affidavittransaction agreements. For these purposesCitiMortgage Citibank, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974N.A., as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.Paying Agent

Depositories. The Depositor CitiMortgage may at any time and from time to time in its discretion transfer the Certificate Accountcertificate account, the Collection Account buydown account, if any, escrow account, custodial accounts for P&I or any Escrow Account servicing account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall will be deemed to be a Depository with respect to for the transferred account or accounts. For a Depository of the certificate account, buydown account, escrow account, custodial accounts so transferred. In for P&I or servicing account to satisfy the event that the “rating requirement” · its long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall must be rated at less than A least “A” by Fitch if Fitch is a Rating Agencyrating agency, or the and · its short-term debt obligations of such Depository shall be are rated at least “A-1+” by S&P at less than A-1+ if S&P is a Rating Agencyrating agency, “F-1” by Fitch at less than F-1 if Fitch is a Rating Agency rating agency, and “P-1” by Moody's at less than P-1 ’s if Moody's Mxxxx’x is a Rating Agency (rating agency. If a Depository ceases to satisfy the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01rating requirement, then within five Business Days of business days after such reductioncessation, the Depositor shall CitiMortgage will (A) transfer or direct the Paying Agent in writing Trustee to transfer the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to an eligible depository satisfying that satisfies the Ratings Requirements, rating requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent has a long-term and short-term debt Trustee satisfies the rating at least equal to the Rating Requirementsrequirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Account" “alternative certificate account,” “alternative buydown account,” “alternative escrow account,” “alternative custodial accounts for P&I,” or the "Alternative Escrow Account", “alternative servicing account,” as the case may be) and transfer the funds from the buydown account to the alternative buydown account, direct the Servicer CitiMortgage or a third-party servicer, as applicable, to remit in accordance with this Agreement agreement any funds deposited into the Escrow Account servicing account, escrow account or custodial accounts for P&I to the Alternative Escrow Accountalternative servicing account, alternative escrow account or alternative custodial account for P&I, respectively, and direct the Servicer CitiMortgage to remit in accordance with this Agreement agreement any funds deposited into the Certificate Account or the Collection Account certificate account to the Alternative Certificate Account or Alternative Collection Account, respectively, alternative certificate account, (C) (i) cause such the Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall will be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such the Depository's ’s performance of its obligations in respect of the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCitiMortgage, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CitiMortgage, any Insurer and the Paying Agent shall Trustee have received the written assurance of each Rating Agency 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 Certificatescertificates (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 Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account is supported by a letter of credit or some other form of credit support support, which the provider 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 Requirementsrating requirements; provided, however, that prior to the establishment of such an account or the entering into of such an agreement, the Depositor CitiMortgage, any Insurer and the Paying Agent shall have received Trustee receive written assurance from each Rating Agency rating agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Accountcertificate account, Collection Account buydown account or Escrow Account 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 Certificatescertificates (for an insured class certificates, without reference to a certificate insurance policy), (E) establish another account which constitutes an Eligible Account or Account, or (F) make such other arrangements as to which the Depositor CitiMortgage, any Insurer and the Paying Agent Trustee have received prior written assurance from each Rating Agency rating agency that such arrangement will not result in a reduction or withdrawal of the then-current rating on the Certificatescertificates. In the event that If the rating on the Certificates 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 shall certificates will be the rating assigned to the Certificates certificates prior to any such downgradedowngrade (for any insured class certificates, without reference to any certificate insurance policy). SIGNATURES AND ACKNOWLEDGMENTS By: /s/ Dxxxxx X. Xxxxxxx Dxxxxx X. Xxxxxxx President State of Missouri ) ) ss. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4: County of St. Cxxxxxx ) OF THE INTERNAL REVENUE CODE OF 1986On the 29th day of November 2006 before me, AS AMENDED STATE OF ) ): COUNTY OF ) [ ]a notary public in and for the State of Missouri, personally appeared Dxxxxx X. Xxxxxxx, known to me who, being first by me duly sworn, deposes did depose and says: 1. That 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. Notary Public [_____________Notarial Seal] CMALT 2006-A6 Pooling and Servicing Agreement Signature Page 1 By: /s/ Jxxxxxx X. Xxxxx Jxxxxxx X. Xxxxx Vice President State of [____________] (Missouri ) ) ss.: County of St. Cxxxxxx ) On the "Investor")29th day of November 2006 before me, a [state type notary public in and for the State of entity] Missouri, personally appeared Jxxxxxx X. Xxxxx, known to me who, being by me duly organized sworn, did depose and existing under the laws 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. Notary Public [Notarial Seal] CMALT 2006-A6 Pooling and Servicing Agreement Signature Page 2 in its individual capacity and as Trustee By: /s/ Mxxxxxxxx Xxxxxx Mxxxxxxxx Xxxxxx Assistant Vice President Commonwealth of Massachusetts ) ) ss.: County of Suffolk ) On the 28th day of November 2006 before me, a notary public in and for the Commonwealth of Massachusetts, personally appeared Mxxxxxxxx Xxxxxx 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. Notary Public [Notarial Seal] CMALT 2006-A6 Pooling and Servicing Agreement Signature Page 3 in its individual capacity and as Paying Agent, Certificate Registrar and Authenticating Agent By: /s/ Nxxxx Xxxxx Nxxxx Xxxxx Assistant Vice President State of ___________New York ) ) ss.: County of New York ) On the 27 day of November 2006 before me, a notary public in and for the State of New York, personally appeared Nxxxx Xxxxx 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. Notary Public [Notarial Seal] [United States]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 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 which he makes this affidavit. 2an obligor or to an investor are made only by authorized personnel. 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 1986CitiMortgage Citibank, N.A., as amended (the "Code"Paying Agent 1122(d)(2)(iii) Advances of funds or an ERISA Prohibited Holderguarantees regarding collections, cash flows or distributions, and will not be a "disqualified organization" any interest or an ERISA Prohibited Holder other fees charged for such advances, are made, reviewed and approved as of [Issue Date]specified in the transaction agreements. CitiMortgage Citibank, 200[*]N.A., and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate"as Paying Agent 1122(d)(2)(iv) The related accounts for the account oftransaction, such as cash reserve accounts or accounts established as agent a form of over collateralization, are separately maintained (including a brokere.g., nominee or other middlemanwith respect to commingling of cash) for, any person or entity from which it has not received an affidavit substantially as set forth in the form of this affidavittransaction agreements. For these purposesCitiMortgage Citibank, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974N.A., as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.Paying Agent

Depositories. The Depositor CitiMortgage may at any time and from time to time in its discretion transfer the Certificate Accountcertificate account, the Collection Account buydown account, if any, escrow account, custodial accounts for P&I or any Escrow Account servicing account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall will be deemed to be a Depository with respect to for the transferred account or accounts. For a Depository of the certificate account, buydown account, escrow account, custodial accounts so transferred. In for P&I or servicing account to satisfy the event that the “rating requirement” · its long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall must be rated at less than A least “A” by Fitch if Fitch is a Rating Agencyrating agency, or the and · its short-term debt obligations of such Depository shall be are rated at least “A-1+” by S&P at less than A-1+ if S&P is a Rating Agencyrating agency, “F-1” by Fitch at less than F-1 if Fitch is a Rating Agency rating agency, and “P-1” by Moody's at less than P-1 ’s if Moody's Mxxxx’x is a Rating Agency (rating agency. If a Depository ceases to satisfy the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01rating requirement, then within five Business Days of business days after such reductioncessation, the Depositor shall CitiMortgage will (A) transfer or direct the Paying Agent in writing Trustee to transfer the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to an eligible depository satisfying that satisfies the Ratings Requirements, rating requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent has a long-term and short-term debt Trustee satisfies the rating at least equal to the Rating Requirementsrequirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Account" “alternative certificate account,” “alternative buydown account,” “alternative escrow account,” “alternative custodial accounts for P&I,” or the "Alternative Escrow Account", “alternative servicing account,” as the case may be) and transfer the funds from the buydown account to the alternative buydown account, direct the Servicer CitiMortgage or a third-party servicer, as applicable, to remit in accordance with this Agreement agreement any funds deposited into the Escrow Account servicing account, escrow account or custodial accounts for P&I to the Alternative Escrow Accountalternative servicing account, alternative escrow account or alternative custodial account for P&I, respectively, and direct the Servicer CitiMortgage to remit in accordance with this Agreement agreement any funds deposited into the Certificate Account or the Collection Account certificate account to the Alternative Certificate Account or Alternative Collection Account, respectively, alternative certificate account, (C) (i) cause such the Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall will be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such the Depository's ’s performance of its obligations in respect of the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCitiMortgage, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CitiMortgage, any Insurer and the Paying Agent shall Trustee have received the written assurance of each Rating Agency 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 Certificatescertificates (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 Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account is supported by a letter of credit or some other form of credit support support, which the provider 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 Requirementsrating requirements; provided, however, that prior to the establishment of such an account or the entering into of such an agreement, the Depositor CitiMortgage, any Insurer and the Paying Agent shall have received Trustee receive written assurance from each Rating Agency rating agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Accountcertificate account, Collection Account buydown account or Escrow Account 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 Certificatescertificates (for an insured class certificates, without reference to a certificate insurance policy), (E) establish another account which constitutes an Eligible Account or Account, or (F) make such other arrangements as to which the Depositor CitiMortgage, any Insurer and the Paying Agent Trustee have received prior written assurance from each Rating Agency rating agency that such arrangement will not result in a reduction or withdrawal of the then-current rating on the Certificatescertificates. In the event that If the rating on the Certificates 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 shall certificates will be the rating assigned to the Certificates certificates prior to any such downgradedowngrade (for any insured class certificates, without reference to any certificate insurance policy). SIGNATURES AND ACKNOWLEDGMENTS By: /s/ Dxxxxx X. Xxxxxxx Dxxxxx X. Xxxxxxx President State of Missouri ) ) ss. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4: County of St. Cxxxxxx ) OF THE INTERNAL REVENUE CODE OF 1986On the 23rd day of February 2007 before me, AS AMENDED STATE OF ) ): COUNTY OF ) [ ]a notary public in and for the State of Missouri, personally appeared Dxxxxx X. Xxxxxxx, known to me who, being first by me duly sworn, deposes did depose and says: 1. That 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. Notary Public [_____________Notarial Seal] By: /s/ Jxxxxxx X. Xxxxx Jxxxxxx X. Xxxxx Vice President State of [____________] (Missouri ) ) ss.: County of St. Cxxxxxx ) On the "Investor")23rd day of February 2007 before me, a [state type notary public in and for the State of entity] Missouri, personally appeared Jxxxxxx X. Xxxxx, known to me who, being by me duly organized sworn, did depose and existing under the laws 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. Notary Public [Notarial Seal] in its individual capacity and as Trustee By: /s/ Mxxxxxxxx Xxxxxx Mxxxxxxxx Xxxxxx 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 Mxxxxxxxx Xxxxxx 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. Notary Public [Notarial Seal] in its individual capacity and as Paying Agent, Certificate Registrar and Authenticating Agent By: /s/ Nxxxx Xxxxx Nxxxx Xxxxx 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 Nxxxx Xxxxx 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. Notary Public [Notarial Seal] [United States]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 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 which he makes this affidavit. 2an obligor or to an investor are made only by authorized personnel. 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 1986CitiMortgage Citibank, N.A., as amended (the "Code"Paying Agent 1122(d)(2)(iii) Advances of funds or an ERISA Prohibited Holderguarantees regarding collections, cash flows or distributions, and will not be a "disqualified organization" any interest or an ERISA Prohibited Holder other fees charged for such advances, are made, reviewed and approved as of [Issue Date]specified in the transaction agreements. CitiMortgage Citibank, 200[*]N.A., and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate"as Paying Agent 1122(d)(2)(iv) The related accounts for the account oftransaction, such as cash reserve accounts or accounts established as agent a form of over collateralization, are separately maintained (including a brokere.g., nominee or other middlemanwith respect to commingling of cash) for, any person or entity from which it has not received an affidavit substantially as set forth in the form of this affidavittransaction agreements. For these purposesCitiMortgage Citibank, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974N.A., as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.Paying Agent

Depositories. The Depositor CitiMortgage may at any time and from time to time in its discretion transfer the Certificate Accountcertificate account, the Collection Account buydown account, if any, escrow account, custodial accounts for P&I or any Escrow Account servicing account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall will be deemed to be a Depository with respect to for the transferred account or accounts. For a Depository of the certificate account, buydown account, escrow account, custodial accounts so transferred. In for P&I or servicing account to satisfy the event that the “rating requirement” · its long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall must be rated at less than A least “A” by Fitch if Fitch is a Rating Agencyrating agency, or the and · its short-term debt obligations of such Depository shall be are rated at least “A-1+” by S&P at less than A-1+ if S&P is a Rating Agencyrating agency, “F-1” by Fitch at less than F-1 if Fitch is a Rating Agency rating agency, and “P-1” by Moody's at less than P-1 ’s if Moody's Mxxxx’x is a Rating Agency (rating agency. If a Depository ceases to satisfy the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01rating requirement, then within five Business Days of business days after such reductioncessation, the Depositor shall CitiMortgage will (A) transfer or direct the Paying Agent in writing Trustee to transfer the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to an eligible depository satisfying that satisfies the Ratings Requirements, rating requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent has a long-term and short-term debt Trustee satisfies the rating at least equal to the Rating Requirementsrequirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Account" “alternative certificate account,” “alternative buydown account,” “alternative escrow account,” “alternative custodial accounts for P&I,” or the "Alternative Escrow Account", “alternative servicing account,” as the case may be) and transfer the funds from the buydown account to the alternative buydown account, direct the Servicer CitiMortgage or a third-party servicer, as applicable, to remit in accordance with this Agreement agreement any funds deposited into the Escrow Account servicing account, escrow account or custodial accounts for P&I to the Alternative Escrow Accountalternative servicing account, alternative escrow account or alternative custodial account for P&I, respectively, and direct the Servicer CitiMortgage to remit in accordance with this Agreement agreement any funds deposited into the Certificate Account or the Collection Account certificate account to the Alternative Certificate Account or Alternative Collection Account, respectively, alternative certificate account, (C) (i) cause such the Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall will be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such the Depository's ’s performance of its obligations in respect of the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCitiMortgage, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CitiMortgage, any Insurer and the Paying Agent shall Trustee have received the written assurance of each Rating Agency 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 Certificatescertificates (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 Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account is supported by a letter of credit or some other form of credit support support, which the provider 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 Requirementsrating requirements; provided, however, that prior to the establishment of such an account or the entering into of such an agreement, the Depositor CitiMortgage, any Insurer and the Paying Agent shall have received Trustee receive written assurance from each Rating Agency rating agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Accountcertificate account, Collection Account buydown account or Escrow Account 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 Certificatescertificates (for an insured class certificates, without reference to a certificate insurance policy), (E) establish another account which constitutes an Eligible Account or Account, or (F) make such other arrangements as to which the Depositor CitiMortgage, any Insurer and the Paying Agent Trustee have received prior written assurance from each Rating Agency rating agency that such arrangement will not result in a reduction or withdrawal of the then-current rating on the Certificatescertificates. In the event that If the rating on the Certificates 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 shall certificates will be the rating assigned to the Certificates certificates prior to any such downgradedowngrade (for any insured class certificates, without reference to any certificate insurance policy). SIGNATURES AND ACKNOWLEDGMENTS By: /s/ Dxxxx X. Xxxxx Dxxxx X. Xxxxx Assistant Vice President State of Missouri ) ) ss. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4: County of St. Cxxxxxx ) OF THE INTERNAL REVENUE CODE OF 1986On the 25th day of May 2007 before me, AS AMENDED STATE OF ) ): COUNTY OF ) [ ]a notary public in and for the State of Missouri, personally appeared Dxxxx X. Xxxxx, known to me who, being first by me duly sworn, deposes did depose and says: 1. That say that he is Assistant Vice President of Citicorp Mortgage Securities, Inc., one of the parties that executed the foregoing instrument; and that he signed his name thereto by authority of the Board of Directors of said corporation. Notary Public [_____________Notarial Seal] By: /s/ Dxxxxxx X. Xxxx Dxxxxxx X. Xxxx Vice President State of [____________] (Missouri ) ) ss.: County of St. Cxxxxxx ) On the "Investor")25th day of May 2007 before me, a [state type notary public in and for the State of entity] Missouri, personally appeared Dxxxxxx X. Xxxx, known to me who, being by me duly organized sworn, did depose and existing under the laws say that she is Vice President of CitiMortgage, Inc., one of the parties that executed the foregoing instrument; and that she signed her name thereto by authority of the Board of Directors of said corporation. Notary Public [Notarial Seal] in its individual capacity and as Trustee By: /s/ Mxxxxxxxx Xxxxxx Mxxxxxxxx Xxxxxx Assistant Vice President Commonwealth of Massachusetts ) ) ss.: County of Suffolk ) On the 25th day of May 2007 before me, a notary public in and for the Commonwealth of Massachusetts, personally appeared Mxxxxxxxx Xxxxxx 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. Notary Public [Notarial Seal] in its individual capacity and as Paying Agent, Certificate Registrar and Authenticating Agent By: /s/ Nxxxx Xxxxx Nxxxx Xxxxx Assistant Vice President State of ___________New York ) ) ss.: County of New York ) On the 25th day of May 2007 before me, a notary public in and for the State of New York, personally appeared Nxxxx Xxxxx 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. Notary Public [Notarial Seal] [United States]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 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 which he makes this affidavit. 2an obligor or to an investor are made only by authorized personnel. 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 1986CitiMortgage Citibank, N.A., as amended (the "Code"Paying Agent 1122(d)(2)(iii) Advances of funds or an ERISA Prohibited Holderguarantees regarding collections, cash flows or distributions, and will not be a "disqualified organization" any interest or an ERISA Prohibited Holder other fees charged for such advances, are made, reviewed and approved as of [Issue Date]specified in the transaction agreements. CitiMortgage Citibank, 200[*]N.A., and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate"as Paying Agent 1122(d)(2)(iv) The related accounts for the account oftransaction, such as cash reserve accounts or accounts established as agent a form of over collateralization, are separately maintained (including a brokere.g., nominee or other middlemanwith respect to commingling of cash) for, any person or entity from which it has not received an affidavit substantially as set forth in the form of this affidavittransaction agreements. For these purposesCitiMortgage Citibank, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974N.A., as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.Paying Agent

Depositories. The Depositor may at any time and from time to time in its discretion transfer the Certificate Account, the Collection Account or any Escrow Account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "eligible depository"). Upon such transfer, such transferee bank, savings and loan association or trust company shall be deemed to be a Depository with respect to the account or accounts so transferred. In the event that the long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall be rated at less than A by Fitch if Fitch is a Rating Agency, or the short-term debt obligations of such Depository shall be rated by S&P at less than A-1+ if S&P is a Rating Agency, by Fitch at less than F-1 if Fitch is a Rating Agency and by Moody's at less than P-1 if Moody's is a Rating Agency (the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01, then within five Business Days of such reduction, the Depositor shall (A) transfer or direct the Paying Agent in writing to transfer the Certificate Account, Collection Account or Escrow Account to an eligible depository satisfying the Ratings Requirements, (B) establish another account in the corporate trust department of the Paying Agent or if such Paying Agent has a long-term and short-term debt rating at least equal to the Rating Requirements, in any department of the Paying Agent (the "Alternative Certificate Account", the "Alternative Collection Account" or the "Alternative Escrow Account", as the case may be) and direct the Servicer to remit in accordance with this Agreement any funds deposited into the Escrow Account to the Alternative Escrow Account, and direct the Servicer to remit in accordance with this Agreement any funds deposited into the Certificate Account or the Collection Account to the Alternative Certificate Account or Alternative Collection Account, respectively, (C) (i) cause such Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall be held by the Paying Agent or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent a perfected first lien and otherwise reasonably satisfactory to the Paying Agent; such pledge in either case to secure such Depository's performance of its obligations in respect of the Certificate Account, Collection Account or Escrow 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 the Depositor, as the case may be, pledges securities pursuant to this subsection (C), the Depositor and the Paying Agent shall have received the written assurance of each Rating Agency that the pledging of such securities and any arrangements or agreements relating thereto will not result in a reduction or withdrawal of the then-current rating of the Certificates, (D) establish an account or accounts or enter into an agreement so that the existing Certificate Account, Collection Account or Escrow Account is supported by a letter of credit or some other form of credit support which the provider 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, the Depositor and the Paying Agent shall have received written assurance from each Rating Agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Account, Collection Account or Escrow 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, (E) establish another account which constitutes an Eligible Account or (F) make such other arrangements as to which the Depositor and the Paying Agent 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. In the event that 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 shall be the rating assigned to the Certificates prior to any such downgrade. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED STATE OF ) ): COUNTY OF ) [ ], being first duly sworn, deposes and says: 1. That he is [_____________] of [____________] (the "Investor"), a [state type of entity] duly organized and existing under the laws of the [State of ___________] [United States], on behalf of which he makes this affidavit. 2. That the Investor's Taxpayer Identification Number is [______________]. 3. That the Investor is not a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") or an ERISA Prohibited Holder, and will not be a "disqualified organization" or an ERISA Prohibited Holder as of [Issue Date], 200[*], and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate") for the account of, or as agent (including a broker, nominee or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit. For these purposes, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.

Depositories. The Depositor CitiMortgage may at any time and from time to time in its discretion transfer the Certificate Accountcertificate account, the Collection Account buydown account, if any, escrow account, custodial accounts for P&I or any Escrow Account servicing account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall will be deemed to be a Depository with respect to for the transferred account or accounts. For a Depository of the certificate account, buydown account, escrow account, custodial accounts so transferred. In for P&I or servicing account to satisfy the event that the “rating requirement” · its long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall must be rated at less than A least “A” by Fitch if Fitch is a Rating Agencyrating agency, or the and · its short-term debt obligations of such Depository shall be are rated at least “A-1+” by S&P at less than A-1+ if S&P is a Rating Agencyrating agency, “F-1” by Fitch at less than F-1 if Fitch is a Rating Agency rating agency, and “P-1” by Moody's at less than P-1 ’s if Moody's Mxxxx’x is a Rating Agency (rating agency. If a Depository ceases to satisfy the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01rating requirement, then within five Business Days of business days after such reductioncessation, the Depositor shall CitiMortgage will (A) transfer or direct the Paying Agent in writing Trustee to transfer the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to an eligible depository satisfying that satisfies the Ratings Requirements, rating requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent has a long-term and short-term debt Trustee satisfies the rating at least equal to the Rating Requirementsrequirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Account" “alternative certificate account,” “alternative buydown account,” “alternative escrow account,” “alternative custodial accounts for P&I,” or the "Alternative Escrow Account", “alternative servicing account,” as the case may be) and transfer the funds from the buydown account to the alternative buydown account, direct the Servicer CitiMortgage or a third-party servicer, as applicable, to remit in accordance with this Agreement agreement any funds deposited into the Escrow Account servicing account, escrow account or custodial accounts for P&I to the Alternative Escrow Accountalternative servicing account, alternative escrow account or alternative custodial account for P&I, respectively, and direct the Servicer CitiMortgage to remit in accordance with this Agreement agreement any funds deposited into the Certificate Account or the Collection Account certificate account to the Alternative Certificate Account or Alternative Collection Account, respectively, alternative certificate account, (C) (i) cause such the Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall will be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such the Depository's ’s performance of its obligations in respect of the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCitiMortgage, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CitiMortgage, any Insurer and the Paying Agent shall Trustee have received the written assurance of each Rating Agency 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 Certificatescertificates (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 Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account is supported by a letter of credit or some other form of credit support support, which the provider 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 Requirementsrating requirements; provided, however, that prior to the establishment of such an account or the entering into of such an agreement, the Depositor CitiMortgage, any Insurer and the Paying Agent shall have received Trustee receive written assurance from each Rating Agency rating agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Accountcertificate account, Collection Account buydown account or Escrow Account 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 Certificatescertificates (for an insured class certificates, without reference to a certificate insurance policy), (E) establish another account which constitutes an Eligible Account or Account, or (F) make such other arrangements as to which the Depositor CitiMortgage, any Insurer and the Paying Agent Trustee have received prior written assurance from each Rating Agency rating agency that such arrangement will not result in a reduction or withdrawal of the then-current rating on the Certificatescertificates. In the event that If the rating on the Certificates 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 shall certificates will be the rating assigned to the Certificates certificates prior to any such downgradedowngrade (for any insured class certificates, without reference to any certificate insurance policy). SIGNATURES AND ACKNOWLEDGMENTS By: /s/ Dxxxxx X. Xxxxxxx Dxxxxx X. Xxxxxxx President State of Missouri ) ) ss. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4: County of St. Cxxxxxx ) OF THE INTERNAL REVENUE CODE OF 1986On the 26th day of March 2007 before me, AS AMENDED STATE OF ) ): COUNTY OF ) [ ]a notary public in and for the State of Missouri, personally appeared Dxxxxx X. Xxxxxxx, known to me who, being first by me duly sworn, deposes did depose and says: 1. That 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. Notary Public [_____________Notarial Seal] CMALT Series 2007-A3 Pooling and Servicing Agreement Signature page 1 By: /s/ Jxxxxxx X. Xxxxx Jxxxxxx X. Xxxxx Vice President State of [____________] (Missouri ) ) ss.: County of St. Cxxxxxx ) On the "Investor")26th day of March 2007 before me, a [state type notary public in and for the State of entity] Missouri, personally appeared Jxxxxxx X. Xxxxx, known to me who, being by me duly organized sworn, did depose and existing under the laws 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. Notary Public [Notarial Seal] CMALT Series 2007-A3 Pooling and Servicing Agreement Signature page 2 in its individual capacity and as Trustee By: /s/ Mxxxxxxxx Xxxxxx Mxxxxxxxx Xxxxxx Assistant Vice President Commonwealth of Massachusetts ) ) ss.: County of Suffolk ) On the 26th day of March 2007 before me, a notary public in and for the Commonwealth of Massachusetts, personally appeared Mxxxxxxxx Xxxxxx 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. Notary Public [Notarial Seal] CMALT Series 2007-A3 Pooling and Servicing Agreement Signature page 3 in its individual capacity and as Paying Agent, Certificate Registrar and Authenticating Agent By: /s/ Nxxxx Xxxxx Nxxxx Xxxxx Assistant Vice President State of ___________New York ) ) ss.: County of New York ) On the 27th day of March 2007 before me, a notary public in and for the State of New York, personally appeared Nxxxx Xxxxx 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. Notary Public [Notarial Seal] [United States]CMALT Series 2007-A3 Pooling and Servicing Agreement Signature page 4 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 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 which he makes this affidavit. 2an obligor or to an investor are made only by authorized personnel. 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 1986CitiMortgage Citibank, N.A., as amended (the "Code"Paying Agent 1122(d)(2)(iii) Advances of funds or an ERISA Prohibited Holderguarantees regarding collections, cash flows or distributions, and will not be a "disqualified organization" any interest or an ERISA Prohibited Holder other fees charged for such advances, are made, reviewed and approved as of [Issue Date]specified in the transaction agreements. CitiMortgage Citibank, 200[*]N.A., and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate"as Paying Agent 1122(d)(2)(iv) The related accounts for the account oftransaction, such as cash reserve accounts or accounts established as agent a form of over collateralization, are separately maintained (including a brokere.g., nominee or other middlemanwith respect to commingling of cash) for, any person or entity from which it has not received an affidavit substantially as set forth in the form of this affidavittransaction agreements. For these purposesCitiMortgage Citibank, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974N.A., as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.Paying Agent

Depositories. The Depositor CitiMortgage may at any time and from time to time in its discretion transfer the Certificate Accountcertificate account, the Collection Account buydown account, if any, escrow account, custodial accounts for P&I or any Escrow Account servicing account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall will be deemed to be a Depository with respect to for the transferred account or accounts. For a Depository of the certificate account, buydown account, escrow account, custodial accounts so transferred. In for P&I or servicing account to satisfy the event that the “rating requirement” · its long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall must be rated at less than A least “A” by Fitch if Fitch is a Rating Agencyrating agency, or the and · its short-term debt obligations of such Depository shall be are rated at least “A-1+” by S&P at less than A-1+ if S&P is a Rating Agencyrating agency, “F-1” by Fitch at less than F-1 if Fitch is a Rating Agency rating agency, and “P-1” by Moody's at less than P-1 ’s if Moody's Mxxxx’x is a Rating Agency (rating agency. If a Depository ceases to satisfy the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01rating requirement, then within five Business Days of business days after such reductioncessation, the Depositor shall CitiMortgage will (A) transfer or direct the Paying Agent in writing Trustee to transfer the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to an eligible depository satisfying that satisfies the Ratings Requirements, rating requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent has a long-term and short-term debt Trustee satisfies the rating at least equal to the Rating Requirementsrequirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Account" “alternative certificate account,” “alternative buydown account,” “alternative escrow account,” “alternative custodial accounts for P&I,” or the "Alternative Escrow Account", “alternative servicing account,” as the case may be) and transfer the funds from the buydown account to the alternative buydown account, direct the Servicer CitiMortgage or a third-party servicer, as applicable, to remit in accordance with this Agreement agreement any funds deposited into the Escrow Account servicing account, escrow account or custodial accounts for P&I to the Alternative Escrow Accountalternative servicing account, alternative escrow account or alternative custodial account for P&I, respectively, and direct the Servicer CitiMortgage to remit in accordance with this Agreement agreement any funds deposited into the Certificate Account or the Collection Account certificate account to the Alternative Certificate Account or Alternative Collection Account, respectively, alternative certificate account, (C) (i) cause such the Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall will be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such the Depository's ’s performance of its obligations in respect of the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCitiMortgage, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CitiMortgage, any Insurer and the Paying Agent shall Trustee have received the written assurance of each Rating Agency 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 Certificatescertificates (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 Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account is supported by a letter of credit or some other form of credit support support, which the provider 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 Requirementsrating requirements; provided, however, that prior to the establishment of such an account or the entering into of such an agreement, the Depositor CitiMortgage, any Insurer and the Paying Agent shall have received Trustee receive written assurance from each Rating Agency rating agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Accountcertificate account, Collection Account buydown account or Escrow Account 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 Certificatescertificates (for an insured class certificates, without reference to a certificate insurance policy), (E) establish another account which constitutes an Eligible Account or Account, or (F) make such other arrangements as to which the Depositor CitiMortgage, any Insurer and the Paying Agent Trustee have received prior written assurance from each Rating Agency rating agency that such arrangement will not result in a reduction or withdrawal of the then-current rating on the Certificatescertificates. In the event that If the rating on the Certificates 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 shall certificates will be the rating assigned to the Certificates certificates prior to any such downgradedowngrade (for any insured class certificates, without reference to any certificate insurance policy). SIGNATURES AND ACKNOWLEDGMENTS By: /s/ Dxxxxx X. Xxxxxxx Dxxxxx X. Xxxxxxx President State of Missouri ) ) ss. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4: County of St. Cxxxxxx ) OF THE INTERNAL REVENUE CODE OF 1986On the 15th day of December 2006 before me, AS AMENDED STATE OF ) ): COUNTY OF ) [ ]a notary public in and for the State of Missouri, personally appeared Dxxxxx X. Xxxxxxx, known to me who, being first by me duly sworn, deposes did depose and says: 1. That 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. Notary Public [_____________Notarial Seal] CMALT Series 2006-A7 Pooling and Servicing Agreement Signature page 1 By: /s/ Jxxxxxx X. Xxxxx Jxxxxxx X. Xxxxx Vice President State of [____________] (Missouri ) ) ss.: County of St. Cxxxxxx ) On the "Investor")15th day of December 2006 before me, a [state type notary public in and for the State of entity] Missouri, personally appeared Jxxxxxx X. Xxxxx, known to me who, being by me duly organized sworn, did depose and existing under the laws 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. Notary Public [Notarial Seal] CMALT Series 2006-A7 Pooling and Servicing Agreement Signature page 2 in its individual capacity and as Trustee By: /s/ Mxxxxxxxx Xxxxxx Mxxxxxxxx Xxxxxx Assistant Vice President Commonwealth of Massachusetts ) ) ss.: County of Suffolk ) On the 15th day of December 2006 before me, a notary public in and for the Commonwealth of Massachusetts, personally appeared Mxxxxxxxx Xxxxxx 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. Notary Public [Notarial Seal] CMALT Series 2006-A7 Pooling and Servicing Agreement Signature page 3 in its individual capacity and as Paying Agent, Certificate Registrar and Authenticating Agent By: /s/ Nxxxx Xxxxx Nxxxx Xxxxx Assistant Vice President State of ___________New York ) ) ss.: County of New York ) On the 15th day of December 2006 before me, a notary public in and for the State of New York, personally appeared Nxxxx Xxxxx 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. Notary Public [Notarial Seal] [United States]CMALT Series 2006-A7 Pooling and Servicing Agreement Signature page 4 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 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 which he makes this affidavit. 2an obligor or to an investor are made only by authorized personnel. 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 1986CitiMortgage Citibank, N.A., as amended (the "Code"Paying Agent 1122(d)(2)(iii) Advances of funds or an ERISA Prohibited Holderguarantees regarding collections, cash flows or distributions, and will not be a "disqualified organization" any interest or an ERISA Prohibited Holder other fees charged for such advances, are made, reviewed and approved as of [Issue Date]specified in the transaction agreements. CitiMortgage Citibank, 200[*]N.A., and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate"as Paying Agent 1122(d)(2)(iv) The related accounts for the account oftransaction, such as cash reserve accounts or accounts established as agent a form of over collateralization, are separately maintained (including a brokere.g., nominee or other middlemanwith respect to commingling of cash) for, any person or entity from which it has not received an affidavit substantially as set forth in the form of this affidavittransaction agreements. For these purposesCitiMortgage Citibank, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974N.A., as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.Paying Agent

Depositories. The Depositor may at any time and from time to time in its discretion transfer the Certificate Account, the Collection Account or any Escrow Account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall be deemed to be a Depository with respect to the account or accounts so transferred. In the event that the long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall be rated at less than A by Fitch if Fitch is a Rating Agency, or the short-term debt obligations of such Depository shall be rated by S&P at less than A-1+ if S&P is a Rating Agency, by Fitch at less than F-1 if Fitch is a Rating Agency and by Moody's ’s at less than P-1 if Moody's Xxxxx’x is a Rating Agency (the "“Ratings Requirements"”) and such accoxxx xxxs account does not otherwise meet the requirements of this Section 11.01, then within five Business Days of such reduction, the Depositor shall (A) transfer or direct the Paying Agent Trustee in writing to transfer the Certificate Account, Collection Account or Escrow Account to an eligible depository satisfying the Ratings Requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent Trustee has a long-term and short-term debt rating at least equal to the Rating Requirements, in any department of the Paying Agent Trustee (the "“Alternative Certificate Account"”, the "“Alternative Collection Account" ” or the "“Alternative Escrow Account"”, as the case may be) and direct the Servicer to remit in accordance with this Agreement any funds deposited into the Escrow Account to the Alternative Escrow Account, and direct the Servicer to remit in accordance with this Agreement any funds deposited into the Certificate Account or the Collection Account to the Alternative Certificate Account or Alternative Collection Account, respectively, (C) (i) cause such Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such Depository's ’s performance of its obligations in respect of the Certificate Account, Collection Account or Escrow 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 the Depositor, as the case may be, pledges securities pursuant to this subsection (C), the Depositor and the Paying Agent Trustee shall have received the written assurance of each Rating Agency that the pledging of such securities and any arrangements or agreements relating thereto will not result in a reduction or withdrawal of the then-current rating of the Certificates, (D) establish an account or accounts or enter into an agreement so that the existing Certificate Account, Collection Account or Escrow Account is supported by a letter of credit or some other form of credit support which the provider 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, the Depositor and the Paying Agent Trustee shall have received written assurance from each Rating Agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Account, Collection Account or Escrow 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, (E) establish another account which constitutes an Eligible Account or (F) make such other arrangements as to which the Depositor and the Paying Agent 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. In the event that 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 shall be the rating assigned to the Certificates prior to any such downgrade. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED STATE OF ) ): COUNTY OF ) [ ], being first duly sworn, deposes and says: 1. That he is [_____________] of [____________] (the "Investor"), a [state type of entity] duly organized and existing under the laws of the [State of ___________] [United States], on behalf of which he makes this affidavit. 2. That the Investor's Taxpayer Identification Number is [_____________]. 3. That the Investor is not a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") or an ERISA Prohibited Holder, and will not be a "disqualified organization" or an ERISA Prohibited Holder as of [Issue Date], 200[*], and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate") for the account of, or as agent (including a broker, nominee or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit. For these purposes, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.

Depositories. The Depositor CitiMortgage may at any time and from time to time in its discretion transfer the Certificate Accountcertificate account, the Collection Account buydown account, if any, escrow account, custodial accounts for P&I or any Escrow Account servicing account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall will be deemed to be a Depository with respect to for the transferred account or accounts. For a Depository of the certificate account, buydown account, escrow account, custodial accounts so transferred. In for P&I or servicing account to satisfy the event that the “rating requirement” · its long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall must be rated at less than A least “A” by Fitch if Fitch is a Rating Agencyrating agency, or the and · its short-term debt obligations of such Depository shall be are rated at least “A-1+” by S&P at less than A-1+ if S&P is a Rating Agencyrating agency, “F-1” by Fitch at less than F-1 if Fitch is a Rating Agency rating agency, and “P-1” by Moody's at less than P-1 ’s if Moody's Mxxxx’x is a Rating Agency (rating agency. If a Depository ceases to satisfy the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01rating requirement, then within five Business Days of business days after such reductioncessation, the Depositor shall CitiMortgage will (A) transfer or direct the Paying Agent in writing Trustee to transfer the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to an eligible depository satisfying that satisfies the Ratings Requirements, rating requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent has a long-term and short-term debt Trustee satisfies the rating at least equal to the Rating Requirementsrequirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Account" “alternative certificate account,” “alternative buydown account,” “alternative escrow account,” “alternative custodial accounts for P&I,” or the "Alternative Escrow Account", “alternative servicing account,” as the case may be) and transfer the funds from the buydown account to the alternative buydown account, direct the Servicer CitiMortgage or a third-party servicer, as applicable, to remit in accordance with this Agreement agreement any funds deposited into the Escrow Account servicing account, escrow account or custodial accounts for P&I to the Alternative Escrow Accountalternative servicing account, alternative escrow account or alternative custodial account for P&I, respectively, and direct the Servicer CitiMortgage to remit in accordance with this Agreement agreement any funds deposited into the Certificate Account or the Collection Account certificate account to the Alternative Certificate Account or Alternative Collection Account, respectively, alternative certificate account, (C) (i) cause such the Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall will be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such the Depository's ’s performance of its obligations in respect of the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCitiMortgage, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CitiMortgage, any Insurer and the Paying Agent shall Trustee have received the written assurance of each Rating Agency 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 Certificatescertificates (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 Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account is supported by a letter of credit or some other form of credit support support, which the provider 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 Requirementsrating requirements; provided, however, that prior to the establishment of such an account or the entering into of such an agreement, the Depositor CitiMortgage, any Insurer and the Paying Agent shall have received Trustee receive written assurance from each Rating Agency rating agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Accountcertificate account, Collection Account buydown account or Escrow Account 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 Certificatescertificates (for an insured class certificates, without reference to a certificate insurance policy), (E) establish another account which constitutes an Eligible Account or Account, or (F) make such other arrangements as to which the Depositor CitiMortgage, any Insurer and the Paying Agent Trustee have received prior written assurance from each Rating Agency rating agency that such arrangement will not result in a reduction or withdrawal of the then-current rating on the Certificatescertificates. In the event that If the rating on the Certificates 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 shall certificates will be the rating assigned to the Certificates certificates prior to any such downgradedowngrade (for any insured class certificates, without reference to any certificate insurance policy). SIGNATURES AND ACKNOWLEDGMENTS By: /s/ Dxxxxx X. Xxxxxxx ------------------------------ Dxxxxx X. Xxxxxxx President State of Missouri ) ) ss. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4: County of St. Cxxxxxx ) OF THE INTERNAL REVENUE CODE OF 1986On the 26th day of September 2006 before me, AS AMENDED STATE OF ) ): COUNTY OF ) [ ]a notary public in and for the State of Missouri, personally appeared Dxxxxx X. Xxxxxxx, known to me who, being first by me duly sworn, deposes did depose and says: 1. That say that he is [_____________] President of [____________] (the "Investor"), a [state type of entity] duly organized and existing under the laws of the [State of ___________] [United States], on behalf of which he makes this affidavit. 2. That the Investor's Taxpayer Identification Number is [_____________]. 3. That the Investor is not a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") or an ERISA Prohibited Holder, and will not be a "disqualified organization" or an ERISA Prohibited Holder as of [Issue Date], 200[*], and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through CertificatesInc., Series 200[*]-[*] Class R Certificate (the "Residual Certificate") for the account of, or as agent (including a broker, nominee or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit. For these purposes, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any one of the parties that executed the foregoing (other than an instrumentality if all of its activities are subject to tax instrument; and a majority of its board of directors is not appointed that he signed his name thereto by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 authority of the Employee Retirement Income Security Act Board of 1974, as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32Directors of said corporation. /s/ Mxxxxxx X. Xxxxx --------------------------------- Notary Public [Notarial Seal] By: /s/ Fxxxx Xxxxxx ------------------------------ Fxxxx Xxxxxx Vice President State of Missouri ) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Planss.:

Depositories. The Depositor may at any time and from time to time in its discretion transfer the Certificate Account, the Collection P&I Account or any Escrow Account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "eligible depository"). Upon such transfer, such transferee bank, savings and loan association or trust company shall be deemed to be a Depository with respect to the account or accounts so transferred. In the event that the long-term debt obligations of any Depository of the Certificate Account, Collection P&I Account or Escrow Account shall be rated at less than A by Fitch if Fitch is a Rating Agency, or the short-term debt obligations of such Depository shall be rated by S&P at less than A-1+ A-1 if S&P is a Rating Agency, by Fitch at less than F-1 if Fitch is a Rating Agency and by Moody's at less than P-1 if Moody's Xxxxx'x is a Rating Agency (the "Ratings Requirements") and such accoxxx xxxs account does not otherwise meet the requirements of this Section 11.01, then within five Business Days of such reduction, the Depositor shall (A) transfer or direct the Paying Agent Trustee in writing to transfer the Certificate Account, Collection P&I Account or Escrow Account to an eligible depository satisfying the Ratings Requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent Trustee has a long-term and short-term debt rating at least equal to the Rating Requirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection P&I Account" or the "Alternative Escrow Account", as the case may be) and direct the Servicer to remit in accordance with this Agreement any funds deposited into the Escrow Account to the Alternative Escrow Account, and direct the Servicer to remit in accordance with this Agreement any funds deposited into the Certificate Account or the Collection P&I Account to the Alternative Certificate Account or Alternative Collection P&I Account, respectively, (C) (i) cause such Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such Depository's performance of its obligations in respect of the Certificate Account, Collection P&I Account or Escrow 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 the DepositorCFMSI, as the case may be, pledges securities pursuant to this subsection (C), the Depositor Depositor, any Insurer and the Paying Agent Trustee shall have received the written assurance of each Rating Agency that the pledging of such securities and any arrangements or agreements relating thereto will not result in a reduction or withdrawal of the then-current rating of the Certificates (with respect to any Insured Certificates, without reference to the Insurance Policy), (D) establish an account or accounts or enter into an agreement so that the existing Certificate Account, Collection P&I Account or Escrow Account is supported by a letter of credit or some other form of credit support which the provider Depositor 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, the Depositor Depositor, any Insurer and the Paying Agent Trustee shall have received written assurance from each Rating Agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Account, Collection P&I Account or Escrow 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 (with respect to any Insured Certificates, without reference to the Insurance Policy), (E) establish another account which constitutes an Eligible Account or (F) make such other arrangements as to which the Depositor Depositor, any Insurer and the Paying Agent 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. In the event that 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 shall be the rating assigned to the Certificates prior to any such downgradedowngrade (and with respect to any Insured Certificates, without reference to the Insurance Policy). Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED STATE OF ) ): COUNTY OF ) [ ], being first duly sworn, deposes and says: 1. That he is [______________] of [_____________] (the "Investor"), a [state type of entity] duly organized and existing under the laws of the [State of ____________] [United States], on behalf of which he makes this affidavit. 2. That the Investor's Taxpayer Identification Number is [______________]. 3. That the Investor is not a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") or an ERISA Prohibited Holder, and will not be a "disqualified organization" or an ERISA Prohibited Holder as of [Issue Date][ , 200[*], and that the Investor is not acquiring a Citicorp Residential CitiFinancial Mortgage Securities, Securities Inc. REMIC Pass-Through Certificates, Series 200[*]-2000-__ Class [*LR] Class R [R] Certificate (the "Residual Certificate") for the account of, or as agent (including a broker, nominee or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit. For these purposes, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, governments any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.

Depositories. The Depositor may at any time and from time to time in its discretion transfer the Certificate Account, the Collection Account or any Escrow Account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "eligible depository"). Upon such transfer, such transferee bank, savings and loan association or trust company shall be deemed to be a Depository with respect to the account or accounts so transferred. In the event that the long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall be rated at less than A by Fitch if Fitch is a Rating Agency, or the short-term debt obligations of such Depository shall be rated by S&P at less than A-1+ A-2 (or BBB+ or above if it has no short-term debt rating) if S&P is a Rating Agency, by Fitch at less than F-1 if Fitch is a Rating Agency and by Moody's at less than P-1 if Moody's is a Rating Agency (the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01, then within five Business Days thirty days of such reduction, the Depositor shall (A) transfer or direct the Paying Agent in writing to transfer the Certificate Account, Collection Account or Escrow Account to an eligible depository satisfying the Ratings Requirements, (B) establish another account in the corporate trust department of the Paying Agent or if such Paying Agent has a long-term and short-term debt rating at least equal to the Rating Requirements, in any department of the Paying Agent (the "Alternative Certificate Account", the "Alternative Collection Account" or the "Alternative Escrow Account", as the case may be) and direct the Servicer to remit in accordance with this Agreement any funds deposited into the Escrow Account to the Alternative Escrow Account, and direct the Servicer to remit in accordance with this Agreement any funds deposited into the Certificate Account or the Collection Account to the Alternative Certificate Account or Alternative Collection Account, respectively, (C) (i) cause such Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall be held by the Paying Agent or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent a perfected first lien and otherwise reasonably satisfactory to the Paying Agent; such pledge in either case to secure such Depository's performance of its obligations in respect of the Certificate Account, Collection Account or Escrow 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 the Depositor, as the case may be, pledges securities pursuant to this subsection (C), the Depositor and the Paying Agent shall have received the written assurance of each Rating Agency that the pledging of such securities and any arrangements or agreements relating thereto will not result in a reduction or withdrawal of the then-current rating of the Certificates, (D) establish an account or accounts or enter into an agreement so that the existing Certificate Account, Collection Account or Escrow Account is supported by a letter of credit or some other form of credit support which the provider 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, the Depositor and the Paying Agent shall have received written assurance from each Rating Agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Account, Collection Account or Escrow 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, (E) establish another account which constitutes an Eligible Account or (F) make such other arrangements as to which the Depositor and the Paying Agent 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. In the event that 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 shall be the rating assigned to the Certificates prior to any such downgrade. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED STATE OF ) ): COUNTY OF ) [ ], being first duly sworn, deposes and says: 1. That he is [_____________] of [____________] (the "Investor"), a [state type of entity] duly organized and existing under the laws of the [State of ___________] [United States], on behalf of which he makes this affidavit. 2. That the Investor's Taxpayer Identification Number is [_____________]. 3. That the Investor is not a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") or an ERISA Prohibited Holder, and will not be a "disqualified organization" or an ERISA Prohibited Holder as of [Issue Date], 200[*], and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate") for the account of, or as agent (including a broker, nominee or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit. For these purposes, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.

Depositories. The Depositor CitiMortgage may at any time and from time to time in its discretion transfer the Certificate Accountcertificate account, the Collection Account buydown account, if any, escrow account, custodial accounts for P&I or any Escrow Account servicing account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall will be deemed to be a Depository with respect to for the transferred account or accounts. For a Depository of the certificate account, buydown account, escrow account, custodial accounts so transferred. In for P&I or servicing account to satisfy the event that the “rating requirement” · its long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall must be rated at less than A least “A” by Fitch if Fitch is a Rating Agencyrating agency, or the and · its short-term debt obligations of such Depository shall be are rated at least “A-1+” by S&P at less than A-1+ if S&P is a Rating Agencyrating agency, “F-1” by Fitch at less than F-1 if Fitch is a Rating Agency rating agency, and “P-1” by Moody's at less than P-1 ’s if Moody's Mxxxx’x is a Rating Agency (rating agency. If a Depository ceases to satisfy the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01rating requirement, then within five Business Days of business days after such reductioncessation, the Depositor shall CitiMortgage will (A) transfer or direct the Paying Agent in writing Trustee to transfer the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to an eligible depository satisfying that satisfies the Ratings Requirements, rating requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent has a long-term and short-term debt Trustee satisfies the rating at least equal to the Rating Requirementsrequirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Account" “alternative certificate account,” “alternative buydown account,” “alternative escrow account,” “alternative custodial accounts for P&I,” or the "Alternative Escrow Account", “alternative servicing account,” as the case may be) and transfer the funds from the buydown account to the alternative buydown account, direct the Servicer CitiMortgage or a third-party servicer, as applicable, to remit in accordance with this Agreement agreement any funds deposited into the Escrow Account servicing account, escrow account or custodial accounts for P&I to the Alternative Escrow Accountalternative servicing account, alternative escrow account or alternative custodial account for P&I, respectively, and direct the Servicer CitiMortgage to remit in accordance with this Agreement agreement any funds deposited into the Certificate Account or the Collection Account certificate account to the Alternative Certificate Account or Alternative Collection Account, respectively, alternative certificate account, (C) (i) cause such the Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall will be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such the Depository's ’s performance of its obligations in respect of the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCitiMortgage, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CitiMortgage, any Insurer and the Paying Agent shall Trustee have received the written assurance of each Rating Agency 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 Certificatescertificates (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 Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account is supported by a letter of credit or some other form of credit support support, which the provider 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 Requirementsrating requirements; provided, however, that prior to the establishment of such an account or the entering into of such an agreement, the Depositor CitiMortgage, any Insurer and the Paying Agent shall have received Trustee receive written assurance from each Rating Agency rating agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Accountcertificate account, Collection Account buydown account or Escrow Account 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 Certificatescertificates (for an insured class certificates, without reference to a certificate insurance policy), (E) establish another account which constitutes an Eligible Account or Account, or (F) make such other arrangements as to which the Depositor CitiMortgage, any Insurer and the Paying Agent Trustee have received prior written assurance from each Rating Agency rating agency that such arrangement will not result in a reduction or withdrawal of the then-current rating on the Certificatescertificates. In the event that If the rating on the Certificates 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 shall certificates will be the rating assigned to the Certificates certificates prior to any such downgradedowngrade (for any insured class certificates, without reference to any certificate insurance policy). SIGNATURES AND ACKNOWLEDGMENTS By: /s/ Lxxxx Xxxx Slough -------------------------------- Lxxxx Xxxx Slough Senior Vice President State of Missouri ) ) ss. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4: County of St. Cxxxxxx ) OF THE INTERNAL REVENUE CODE OF 1986On the 24th day of August 2006 before me, AS AMENDED STATE OF ) ): COUNTY OF ) [ ]a notary public in and for the State of Missouri, personally appeared Lxxxx Xxxx Slough, known to me who, being first by me duly sworn, deposes did depose and says: 1. That say that he is Senior Vice President of Citicorp Mortgage Securities, Inc., one of the parties that executed the foregoing instrument; and that he signed his name thereto by authority of the Board of Directors of said corporation. /s/ Mxxxxxx X. Xxxxx --------------------------------- Notary Public [_____________Notarial Seal] CMALT Series 2006-A3 Pooling and Servicing Agreement Signature Page 1 By: /s/ Dxxxx X. Xxxxx -------------------------------- Dxxxx X. Xxxxx Assistant Vice President State of [____________] (Missouri ) ) ss.: County of St. Cxxxxxx ) On the "Investor")24th day of August 2006 before me, a [state type notary public in and for the State of entity] Missouri, personally appeared Dxxxx X. Xxxxx, known to me who, being by me duly organized sworn, did depose and existing under the laws say that he is Assistant 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/ Mxxxxxx X. Xxxxx --------------------------------- Notary Public [Notarial Seal] CMALT Series 2006-A3 Pooling and Servicing Agreement Signature Page 2 in its individual capacity and as Trustee By: /s/ Cxxxx X. X’Xxxxx -------------------------------- Commonwealth of Massachusetts ) ) ss.: County of Suffolk ) On the 24th day of August 2006 before me, a notary public in and for the Commonwealth of Massachusetts, personally appeared Cxxxx X. X’Xxxxx known to me who, being by me duly sworn, did depose and say that he/she is 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/ Txxx X. Xxxxxx --------------------------------- Notary Public [Notarial Seal] CMALT Series 2006-A3 Pooling and Servicing Agreement Signature Page 3 in its individual capacity and as Paying Agent, Certificate Registrar and Authenticating Agent By: /s/ Nxxxx Xxxxx -------------------------------- State of ___________New York ) ) ss.: County of New York ) On the 28th day of August 2006 before me, a notary public in and for the State of New York, personally appeared Nxxxx Xxxxx 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/ Cxxxxxxxxxx X. Xxxxxx --------------------------------- Notary Public [Notarial Seal] [United States]CMALT Series 2006-A3 Pooling and Servicing Agreement Signature Page 4 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 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 which he makes this affidavit. 2an obligor or to an investor are made only by authorized personnel. That the Investor's Taxpayer Identification Number is [_____________]. 3. That the Investor is not a "disqualified organization" within the meaning CitiMortgage Citibank, N.A. 1122(d)(2)(iii) Advances of Section 860E(e)(5) of the Internal Revenue Code of 1986funds or guarantees regarding collections, as amended (the "Code") cash flows or an ERISA Prohibited Holderdistributions, and will not be a "disqualified organization" any interest or an ERISA Prohibited Holder other fees charged for such advances, are made, reviewed and approved as of [Issue Date]specified in the transaction agreements. CitiMortgage Citibank, 200[*], and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate"N.A. 1122(d)(2)(iv) The related accounts for the account oftransaction, such as cash reserve accounts or accounts established as agent a form of over collateralization, are separately maintained (including a brokere.g., nominee or other middlemanwith respect to commingling of cash) for, any person or entity from which it has not received an affidavit substantially as set forth in the form of this affidavittransaction agreements. For these purposesCitiMortgage Citibank, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.N.A.

Depositories. The Depositor CMSI may at any time and from time to time in its discretion transfer the Certificate Account, the Collection Account Buydown Account, if any, Escrow Account, Custodial Accounts for P&I or any Escrow Servicing Account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "eligible depository"). Upon such transfer, such transferee bank, savings and loan association or trust company shall be deemed to be a Depository with respect to the account or accounts so transferred. In the event that the long-term debt obligations of any Depository of the Certificate Account, Collection Buydown Account Escrow Account, Custodial Accounts for P&I or Escrow Servicing Account shall be rated at less than A by Fitch if Fitch is a Rating Agency, or the short-term debt obligations of such Depository shall be rated by S&P at less than A-1+ A-1 if S&P is a Rating Agency, by Fitch at less than F-1 if Fitch is a Rating Agency and by Moody's at less than P-1 if Moody's Xxxxx'x is a Rating Agency (the "Ratings Requirements") and such accoxxx xxxs account does not otherwise meet the requirements of this Section 11.0111.02, then within five Business Days of such reduction, the Depositor CMSI shall (A) transfer or direct the Paying Agent Trustee in writing to transfer the Certificate Account, Collection Account Buydown Account, Escrow Account, Custodial Accounts for P&I or Escrow Servicing Account to an eligible depository satisfying the Ratings long-term debt obligations of which are not rated by Fitch if Fitch is a Rating Agency at less than A and the short-term debt obligations of which are not rated at less than A-1 by S&P if S&P is a Rating Agency, F-1 by Fitch if Fitch is a Rating Agency and P-1 by Moody's if Xxxxx'x is a Rating Agency (the "Rating Requirements"), (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent Trustee has a long-term and short-term debt rating at least equal to the Rating Requirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Buydown Account" "Alternative Escrow Account", "Alternative Custodial Accounts for P&I" or the "Alternative Escrow Servicing Account", as the case may be) and transfer the funds from the Buydown Account to the Alternative Buydown Account direct the Servicer or a Third Party Servicer, as applicable to remit in accordance with this Agreement any funds deposited into the Servicing Account, Escrow Account or Custodial Accounts for P&I to the Alternative Servicing Account, Alternative Escrow AccountAccount or Alternative Custodial Account for P&I, respectively, and direct the Servicer or Master Servicer to remit in accordance with this Agreement any funds deposited into the Certificate Account or the Collection Account to the Alternative Certificate Account or Alternative Collection Account, respectively, (C) (i) cause such Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such Depository's performance of its obligations in respect of the Certificate Account, Collection Account Buydown Account, Escrow Account, Custodial Accounts for P&I or Escrow Servicing Account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCMSI, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CMSI, any Insurer and the Paying Agent Trustee shall have received the written assurance of each Rating Agency that the pledging of such securities and any arrangements or agreements relating thereto will not result in a reduction or withdrawal of the then-current rating of the CitiCertificates (with respect to any Insured Certificates, without reference to the Insurance Policy), (D) establish an account or accounts or enter into an agreement so that the existing Certificate Account, Collection Account Buydown Account, Escrow Account, Custodial Accounts for P&I or Escrow Servicing Account is supported by a letter of credit or some other form of credit support which the provider 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, the Depositor CMSI, any Insurer and the Paying Agent Trustee shall have received written assurance from each Rating Agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Account, Collection Buydown Account or Escrow 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 CitiCertificates (with respect to any Insured Certificates, without reference to the Insurance Policy) (E) establish another account which constitutes an Eligible Account or (F) make such other arrangements as to which the Depositor CMSI, any Insurer and the Paying Agent 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 CertificatesCitiCertificates. In the event that the rating on the Certificates CitiCertificates has been downgraded as a result of a rating downgrade of the Depository, for purposes of this paragraph, the then-current rating on the Certificates CitiCertificates shall be the rating assigned to the Certificates CitiCertificates prior to any such downgrade. downgrade (with respect to any Insured Certificates, without reference to the Insurance Policy). Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED STATE OF ) ): COUNTY OF ) [ ], being first duly sworn, deposes and says: 1. That he is [_____________] of [____________] (the "Investor"), a [state type of entity] duly organized and existing under the laws of the [State of ____________] [United States], on behalf of which he makes this affidavit. 2. That the Investor's Taxpayer Identification Number is [_____________]. 3. That the Investor is not a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") or an ERISA Prohibited Holder, and will not be a "disqualified organization" or an ERISA Prohibited Holder as of [Issue Date][ , 200[*], and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-1999-__ Class [*LR] Class R [R] Certificate (the "Residual Certificate") for the account of, or as agent (including a broker, nominee or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit. For these purposes, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, governments any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.

Depositories. The Depositor CitiMortgage may at any time and from time to time in its discretion transfer the Certificate Accountcertificate account, the Collection Account buydown account, if any, escrow account, custodial accounts for P&I or any Escrow Account servicing account to a bank, savings and loan association or trust company organized under the laws of the United States or any State thereof (an "“eligible depository"”). Upon such transfer, such transferee bank, savings and loan association or trust company shall will be deemed to be a Depository with respect to for the transferred account or accounts. For a Depository of the certificate account, buydown account, escrow account, custodial accounts so transferred. In for P&I or servicing account to satisfy the event that the “rating requirement” · its long-term debt obligations of any Depository of the Certificate Account, Collection Account or Escrow Account shall must be rated at less than A least “A” by Fitch if Fitch is a Rating Agencyrating agency, or the and · its short-term debt obligations of such Depository shall be are rated at least “A-1+” by S&P at less than A-1+ if S&P is a Rating Agencyrating agency, “F-1” by Fitch at less than F-1 if Fitch is a Rating Agency rating agency, and “P-1” by Moody's at less than P-1 ’s if Moody's Mxxxx’x is a Rating Agency (rating agency. If a Depository ceases to satisfy the "Ratings Requirements") and such accoxxx xxxs not otherwise meet the requirements of this Section 11.01rating requirement, then within five Business Days of business days after such reductioncessation, the Depositor shall CitiMortgage will (A) transfer or direct the Paying Agent in writing Trustee to transfer the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to an eligible depository satisfying that satisfies the Ratings Requirements, rating requirements, (B) establish another account in the corporate trust department of the Paying Agent Trustee or if such Paying Agent has a long-term and short-term debt Trustee satisfies the rating at least equal to the Rating Requirementsrequirements, in any department of the Paying Agent Trustee (the "Alternative Certificate Account", the "Alternative Collection Account" “alternative certificate account,” “alternative buydown account,” “alternative escrow account,” “alternative custodial accounts for P&I,” or the "Alternative Escrow Account", “alternative servicing account,” as the case may be) and transfer the funds from the buydown account to the alternative buydown account, direct the Servicer CitiMortgage or a third-party servicer, as applicable, to remit in accordance with this Agreement agreement any funds deposited into the Escrow Account servicing account, escrow account or custodial accounts for P&I to the Alternative Escrow Accountalternative servicing account, alternative escrow account or alternative custodial account for P&I, respectively, and direct the Servicer CitiMortgage to remit in accordance with this Agreement agreement any funds deposited into the Certificate Account or the Collection Account certificate account to the Alternative Certificate Account or Alternative Collection Account, respectively, alternative certificate account, (C) (i) cause such the Depository to pledge securities in the manner provided by applicable law or (ii) pledge or cause to be pledged securities, which shall will be held by the Paying Agent Trustee or its agent free and clear of the lien of any third party, in a manner conferring on the Paying Agent Trustee a perfected first lien and otherwise reasonably satisfactory to the Paying AgentTrustee; such pledge in either case to secure such the Depository's ’s performance of its obligations in respect of the Certificate Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account to the extent, if any, that such obligation is not fully insured by the FDIC; provided, however, that prior to the day a Depository or the DepositorCitiMortgage, as the case may be, pledges securities pursuant to this subsection (C), the Depositor CitiMortgage, any Insurer and the Paying Agent shall Trustee have received the written assurance of each Rating Agency 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 Certificatescertificates (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 Accountcertificate account, Collection Account buydown account, escrow account, custodial accounts for P&I or Escrow Account servicing account is supported by a letter of credit or some other form of credit support support, which the provider 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 Requirementsrating requirements; provided, however, that prior to the establishment of such an account or the entering into of such an agreement, the Depositor CitiMortgage, any Insurer and the Paying Agent shall have received Trustee receive written assurance from each Rating Agency rating agency that the establishment of such an account or the entering into of such an agreement so that the existing Certificate Accountcertificate account, Collection Account buydown account or Escrow Account 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 Certificatescertificates (for an insured class certificates, without reference to a certificate insurance policy), (E) establish another account which constitutes an Eligible Account or Account, or (F) make such other arrangements as to which the Depositor CitiMortgage, any Insurer and the Paying Agent Trustee have received prior written assurance from each Rating Agency rating agency that such arrangement will not result in a reduction or withdrawal of the then-current rating on the Certificatescertificates. In the event that If the rating on the Certificates 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 shall certificates will be the rating assigned to the Certificates certificates prior to any such downgradedowngrade (for any insured class certificates, without reference to any certificate insurance policy). SIGNATURES AND ACKNOWLEDGMENTS By: /s/ Dxxxxx X. Xxxxxxx Dxxxxx X. Xxxxxxx President State of Missouri ) ) ss. Appendix 1 TRANSFEREE'S AFFIDAVIT AFFIDAVIT PURSUANT TO SECTION 860E(e)(4: County of St. Cxxxxxx ) OF THE INTERNAL REVENUE CODE OF 1986On the 23rd day of February 2007 before me, AS AMENDED STATE OF ) ): COUNTY OF ) [ ]a notary public in and for the State of Missouri, personally appeared Dxxxxx X. Xxxxxxx, known to me who, being first by me duly sworn, deposes did depose and says: 1. That 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. Notary Public [_____________Notarial Seal] By: /s/ Jxxxxxx X. Xxxxx Jxxxxxx X. Xxxxx Vice President State of [____________] (Missouri ) ) ss.: County of St. Cxxxxxx ) On the "Investor")23rd day of February 2007 before me, a [state type notary public in and for the State of entity] Missouri, personally appeared Jxxxxxx X. Xxxxx, known to me who, being by me duly organized sworn, did depose and existing under the laws 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. Notary Public [Notarial Seal] in its individual capacity and as Trustee By: /s/ Mxxxxxxxx Xxxxxx Mxxxxxxxx Xxxxxx Assistant Vice President Commonwealth of Massachusetts ) ) ss.: County of Suffolk ) On the 26th day of February 2007 before me, a notary public in and for the Commonwealth of Massachusetts, personally appeared Mxxxxxxxx Xxxxxx 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. Notary Public [Notarial Seal] in its individual capacity and as Paying Agent, Certificate Registrar and Authenticating Agent By: /s/ Nxxxx Xxxxx Nxxxx Xxxxx 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 Nxxxx Xxxxx 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. Notary Public [Notarial Seal] [United States]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 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 which he makes this affidavit. 2an obligor or to an investor are made only by authorized personnel. 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 1986CitiMortgage Citibank, N.A., as amended (the "Code"Paying Agent 1122(d)(2)(iii) Advances of funds or an ERISA Prohibited Holderguarantees regarding collections, cash flows or distributions, and will not be a "disqualified organization" any interest or an ERISA Prohibited Holder other fees charged for such advances, are made, reviewed and approved as of [Issue Date]specified in the transaction agreements. CitiMortgage Citibank, 200[*]N.A., and that the Investor is not acquiring a Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*] Class R Certificate (the "Residual Certificate"as Paying Agent 1122(d)(2)(iv) The related accounts for the account oftransaction, such as cash reserve accounts or accounts established as agent a form of over collateralization, are separately maintained (including a brokere.g., nominee or other middlemanwith respect to commingling of cash) for, any person or entity from which it has not received an affidavit substantially as set forth in the form of this affidavittransaction agreements. For these purposesCitiMortgage Citibank, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign governments, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not appointed by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from federal income tax unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan the investment of which is regulated under Section 406 of the Employee Retirement Income Security Act of 1974N.A., as amended, and/or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person investing the assets of a Plan.Paying Agent