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) CitiMortgageThe Servicer shall, as serviceron behalf of the Depositor and in respect of the Trust Estate, will prepare sign and file all cause to be filed with the Commission any periodic reports required to be filed by CMSI, as depositor, under the provisions of the Exchange Act (other than Forms 10-K)Act, including required periodic and the rules and regulations of the Commission thereunder including, without limitation, reports on Form 10-DK, Form 10-D and any required current report on Form 8-K. CMSI authorizes CitiMortgage In connection with the preparation and filing of such periodic reports, the Indenture Trustee shall timely provide to sign the Servicer (I) a list of Securityholders as shown on the Certificate Register and the Note Register as of the end of each calendar year, (II) copies of all pleadings, other legal process and any other documents relating to any claims, charges or complaints involving the Indenture Trustee, as trustee hereunder, or the Trust Estate that are received by the Indenture Trustee, (III) notice of all matters that, to the actual knowledge of a Responsible Officer of the Indenture Trustee, have been submitted to a vote of the Securityholders, other than those matters that have been submitted to a vote of the Securityholders at the request of the Depositor or the Servicer, and (IV) notice of any failure of the Indenture Trustee to make any distribution to the Securityholders as required pursuant to this Agreement. Neither the Servicer nor the Indenture Trustee shall have any liability with respect to the Servicer's failure to properly prepare or file such periodic reports on behalf of CMSI. CMSI will file all required Forms 10-K.resulting from or relating to the Servicer's inability or failure to obtain any information not resulting from the Servicer's own negligence or willful misconduct. (b) For each calendar year for which CMSI is required to file a Any Form 10-K filed with the Securities and Exchange Commission for in connection with this seriesSection 4.03 shall include: (i) A certification, each party to this agreement who · participates signed by the senior officer in charge of the servicing functions of the Servicer, in the servicing functionform attached as Exhibit E hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), within the meaning of section 1122 of Regulation AB in compliance with Rules 13a-14 and 15d-14 under the Securities Exchange 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 and any additional directives of the following year, a Commission. (ii) A report on an regarding its assessment of compliance covering during the preceding calendar year with all applicable servicing criteria set forth opposite its name on schedule 1in relevant Commission regulations with respect to mortgage-backed securities transactions taken as a whole involving the Servicer that are backed by the same types of assets as those backing the certificates, “Servicing criteria to be addressed in report as well as similar reports on assessment of compliance” compliance received from other parties participating in the servicing function as required by relevant Commission regulations, as described in Item 1122(a) of Regulation AB. The Servicer shall obtain from all other parties participating in the servicing function any required certifications. (as such schedule may be modified pursuant iii) With respect to section 3.22(c) below)each assessment report described immediately above, and an attestation a report of by a registered public accounting firm, all as required by and in full conformity with the requirements of rule 1122firm that attests to, and · is a servicerreports on, within the meaning of section 1123 assessment made by the asserting party, as set forth in relevant Commission regulations, as described in Regulation 1122(b) of Regulation AB, for this series, or who controls such a servicer, will submit, or will cause such controlled AB and Section 3.13. (iv) The servicer compliance certificate required 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 1123be delivered pursuant Section 3.12. (c) Schedule 1 In connection with the Form 10-K Certification, the Indenture Trustee shall provide the Servicer with a back-up certification substantially in the form attached hereto as Exhibit F. (d) This Section 4.03 may be modified · by agreement of CMSI and each party affected by such modification, amended in accordance with this Agreement 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 ABSecurityholders. (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 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.