Common use of Exchange Act Reporting Clause in Contracts

Exchange Act Reporting. (a) CitiMortgage, as servicer, will prepare and file all reports required to be filed by CMSI, as depositor, under the Exchange Act (other than Forms 10-K), including required periodic reports on Form 10-D, and any required current report on Form 8-K. CMSI authorizes CitiMortgage to sign and file such reports on behalf of CMSI. CMSI will file all required Forms 10-K. (b) For each calendar year for which CMSI is required to file a Form 10-K with the Securities and Exchange Commission for this series, each party to this agreement who · participates in the servicing function, within the meaning of section 1122 of Regulation AB under the Securities Act (Regulation AB), for this series, or who controls such a participant, will submit, or will cause such controlled participant to submit, by March 1 of the following year, a report on an assessment of compliance covering the servicing criteria set forth opposite its name on schedule 1, “Servicing criteria to be addressed in report on assessment of compliance” (as such schedule may be modified pursuant to section 3.22(c) below), and an attestation report of a registered public accounting firm, all as required by and in full conformity with the requirements of rule 1122, and · is a servicer, within the meaning of section 1123 of Regulation AB, for this series, or who controls such a servicer, will submit, or will cause such controlled servicer to submit, by March 1 of the following year, a statement of compliance signed by an authorized officer, as required and in full conformity with the requirements of rule 1123. (c) Schedule 1 may be modified · by agreement of CMSI and each party affected by such modification, without the consent of any other party or the certificate holders, and · by CMSI, without the consent of any other party or the certificate holders, if CMSI is advised by counsel that such change may be required to comply with Regulation AB. (d) CMSI and each other person who is or becomes a party to this agreement shall render all reasonably requested assistance to CMSI and CitiMortgage in providing information necessary for the preparation of such reports. CMSI and CitiMortgage shall require each third-party servicer, and any other person who participates in the servicing function, to agree to provide such assistance. (e) CitiMortgage hereby appoints KPMG LLP as its independent accountants for purposes of preparing and delivering for each year an attestation on CitiMortgage’s assessment of compliance with the applicable servicing criteria as of and for the period ending the end of such year. The attestation report is to be furnished to CitiMortgage and the Trustee by March 1 in the following year, and must be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board. If such firm resigns, CitiMortgage will promptly appoint a successor firm of independent accountants of recognized national reputation. CitiMortgage will promptly notify the Trustee if CitiMortgage fails to appoint a successor firm of independent accountants within 15 days after such resignation. If CitiMortgage does not appoint a successor within 10 days thereafter, the Trustee will promptly appoint a successor firm of independent accountants of recognized national reputation. The fees of the independent accountants and any successor will be paid by CitiMortgage as servicer, or by any successor servicer.

Exchange Act Reporting. (a) CitiMortgage, as servicer, will prepare and file all reports required to be filed by CMSI, as depositor, under the Exchange Act (other than Forms 10-K), including required periodic reports on Form 10-D, and any required current report on Form 8-K. CMSI authorizes CitiMortgage to sign and file such reports on behalf of CMSI. CMSI will file all required Forms 10-K. (b) For each calendar year for which CMSI is required to file a Form 10-K with the Securities and Exchange Commission for this series, each party to this agreement who · participates in the servicing function, within the meaning of section 1122 of Regulation AB under the Securities Act (Regulation AB), for this series, or who controls such a participant, will submit, or will cause such controlled participant to submit, by March 1 of the following year, a report on an assessment of compliance covering the servicing criteria set forth opposite its name on schedule 1, “Servicing criteria to be addressed in report on assessment of compliance” (as such schedule may be modified pursuant to section 3.22(c) below), and an attestation report of a registered public accounting firm, all as required by and in full conformity with the requirements of rule 1122, and · is a servicer, within the meaning of section 1123 of Regulation AB, for this series, or who controls such a servicer, will submit, or will cause such controlled servicer to submit, by March 1 of the following year, a statement of compliance signed by an authorized officer, as required and in full conformity with the requirements of rule 1123. (c) Schedule 1 may be modified · by agreement of CMSI and each party affected by such modification, without the consent of any other party or the certificate holders, and · by CMSI, without the consent of any other party or the certificate holders, if CMSI is advised by counsel that such change may be required to comply with Regulation AB. (d) CMSI and each other person who is or becomes a party to this agreement shall will render all reasonably requested assistance to CMSI and CitiMortgage in providing information necessary for the preparation of such reports. CMSI and CitiMortgage shall will require each third-party servicer, and any other person who participates in the servicing function, to agree to provide such assistance. (e) CitiMortgage hereby appoints KPMG LLP as its independent accountants for purposes of preparing and delivering for each year an attestation on CitiMortgage’s assessment of compliance with the applicable servicing criteria as of and for the period ending the end of such year. The attestation report is to be furnished to CitiMortgage and the Trustee by March 1 in the following year, and must be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board. If such firm resigns, CitiMortgage will promptly appoint a successor firm of independent accountants of recognized national reputation. CitiMortgage will promptly notify the Trustee if CitiMortgage fails to appoint a successor firm of independent accountants within 15 days after such resignation. If CitiMortgage does not appoint a successor within 10 days thereafter, the Trustee will promptly appoint a successor firm of independent accountants of recognized national reputation. The fees of the independent accountants and any successor will be paid by CitiMortgage as servicer, or by any successor servicer.

Exchange Act Reporting. (a) CitiMortgage, as servicer, will prepare and file all reports required to be filed by CMSI, as depositor, under the Exchange Act (other than Forms 10-K), including required periodic reports on Form 10-D, and any required current report on Form 8-K. CMSI authorizes CitiMortgage to sign and file such reports on behalf of CMSI. CMSI will file all required Forms 10-K. (b) For each calendar year for which CMSI is required to file a Form 10-K with the Securities and Exchange Commission for this series, each party to this agreement who · participates in the servicing function, within the meaning of section 1122 of Regulation AB under the Securities Act (Regulation AB), for this series, or who controls such a participant, will submit, or will cause such controlled participant to submit, by March 1 of the following year, a report on an assessment of compliance covering the servicing criteria set forth opposite its name on schedule 1, “Servicing criteria to be addressed in report on assessment of compliance” (as such schedule may be modified pursuant to section 3.22(c) below), and an attestation report of a registered public accounting firm, all as required by and in full conformity with the requirements of rule 1122, and · is a servicer, within the meaning of section 1123 of Regulation AB, for this series, or who controls such a servicer, will submit, or will cause such controlled servicer to submit, by March 1 of the following year, a statement of compliance signed by an authorized officer, as required and in full conformity with the requirements of rule 1123. (c) Schedule 1 may be modified · by agreement of CMSI and each party affected by such modification, without the consent of any other party or the certificate holders, and · by CMSI, without the consent of any other party or the certificate holders, if CMSI is advised by counsel that such change may be required to comply with Regulation AB. (d) CMSI and each other person who is or becomes a party to this agreement shall will render all reasonably requested assistance to CMSI and CitiMortgage in providing information necessary for the preparation of such reports. CMSI and CitiMortgage shall will require each third-party servicer, and any other person who participates in the servicing function, to agree to provide such assistance. (e) CitiMortgage hereby appoints KPMG LLP as its independent accountants for purposes of preparing and delivering for each year an attestation on CitiMortgage’s assessment of compliance with the applicable servicing criteria as of and for the period ending the end of such year. The attestation report is to be furnished to CitiMortgage and the Trustee by March 1 in the following year, and must be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board. If such firm resigns, CitiMortgage will promptly appoint a successor firm of independent accountants of recognized national reputation. CitiMortgage will promptly notify the Trustee if CitiMortgage fails to appoint a successor firm of independent accountants within 15 days after such resignation. If CitiMortgage does not appoint a successor within 10 days thereafter, the Trustee will promptly appoint a successor firm of independent accountants of recognized national reputation. The fees of the independent accountants and any successor will be paid by CitiMortgage as servicer, or by any successor servicer.

Exchange Act Reporting. (a) CitiMortgage, as servicer, will prepare and file all reports required to be filed by CMSI, as depositor, under the Exchange Act (other than Forms 10-K), including required periodic reports on Form 10-D, and any required current report on Form 8-K. CMSI authorizes CitiMortgage to sign and file such reports on behalf of CMSI. CMSI will file all required Forms 10-K. (b) For each calendar year for which CMSI is required to file a Form 10-K with the Securities and Exchange Commission for this series, each party to this agreement who · participates in the servicing function, within the meaning of section 1122 of Regulation AB under the Securities Act (Regulation AB), for this series, or who controls such a participant, will submit, or will cause such controlled participant to submit, by March 1 of the following year, a report on an assessment of compliance covering the servicing criteria set forth opposite its name on schedule 1, “Servicing criteria to be addressed in report on assessment of compliance” (as such schedule may be modified pursuant to section 3.22(c) below), and an attestation report of a registered public accounting firm, all as required by and in full conformity with the requirements of rule 1122, and · is a servicer, within the meaning of section 1123 of Regulation AB, for this series, or who controls such a servicer, will submit, or will cause such controlled servicer to submit, by March 1 of the following year, a statement of compliance signed by an authorized officer, as required and in full conformity with the requirements of rule 1123. (c) Schedule 1 may be modified · by agreement of CMSI and each party affected by such modification, without the consent of any other party or the certificate holders, and · by CMSI, without the consent of any other party or the certificate holders, if CMSI is advised by counsel that such change may be required to comply with Regulation AB. (d) CMSI and each other person who is or becomes a party to this agreement shall render all reasonably requested assistance to CMSI and CitiMortgage in providing information necessary for the preparation of such reports. CMSI and CitiMortgage shall require each third-party servicer, and any other person who participates in the servicing function, to agree to provide such assistance. (e) CitiMortgage hereby appoints KPMG LLP as its independent accountants for purposes of preparing and delivering for each year an attestation on CitiMortgage’s assessment of compliance with the applicable servicing criteria as of and for the period ending the end of such year. The attestation report is to be furnished to CitiMortgage and the Trustee by March 1 in the following year, and must be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board. If such firm resigns, CitiMortgage will promptly appoint a successor firm of independent accountants of recognized national reputation. CitiMortgage will promptly notify the Trustee if CitiMortgage fails to appoint a successor firm of independent accountants within 15 days after such resignation. If CitiMortgage does not appoint a successor within 10 days thereafter, the Trustee will promptly appoint a successor firm of independent accountants of recognized national reputation. The fees of the independent accountants and any successor will be paid by CitiMortgage as servicer, or by any successor servicer.