Common use of Agreement to Deliver Documents Clause in Contracts

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party Bthe other party, and (ii) promptly upon learning that any such Form previously provided by Party A such party has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An executed copy of the Disclosure Agreement relating to the Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable (each as defined in the Trust Agreement) On the date of such Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect.— None (b) Other documents to be delivered are:— Party A and Party B Certified copy of the Board board of Directors directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party (or, in the case of Party B, counsel to the Trustee) as to the enforceability of this Agreement that is reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. . Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B All opinions of counsel to Party B and counsel to the Servicer, delivered as of the Closing Date Upon execution of this Agreement No Party B Such other information in connection with the Certificates or the PSA in the possession of Party B as Party A may reasonably request. Upon request No Party B An executed copy of the Trust AgreementPSA . Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoYes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii4(a)(ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by : Party A has become obsolete and Party B Any form or incorrect.document, accurately completed and in a manner reasonably satisfactory to the other party, that may be required or reasonably requested in writing in order to allow the other party to make a payment under this Agreement, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate Promptly upon request of other party (b) Other documents to be delivered are:— : Party A Certificate of Incumbency Upon execution of this Agreement, and, if requested, each Confirmation Yes Party A Copy of extract of resolutions with respect to execution of agreements Upon execution of this Agreement, and, if requested, each Confirmation Yes Party B Copies of the incorporating documents and by-laws (or other equivalent or analogous rules) of Party B certified as at the date hereof as true and in full force and effect Upon execution of this Agreement Yes Party B Certified copy copies of all resolutions required to authorize the Board signing, delivery and performance of Directors resolution (or equivalent authorizing documentation) which sets forth the authority this Agreement by Party B and appointing and empowering individuals with specimens of each signatory their respective signatures for and on behalf of Party B to sign and deliver this Agreement and each Credit Support Document (if any) signing on its behalf sign under seal or otherwise and the authority of such party to enter into Transactions contemplated deliver all agreements, documents and performance of its obligations hereunder. Concurrently with the instruments, and give all instructions, in connection herewith Upon execution and delivery of this Agreement. , and, if requested, each Confirmation Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures Annual and/or quarterly financial statements Promptly upon request of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. other party Yes Party A and Party B An opinion of counsel to such party reasonably satisfactory in form and substance to Such other documents as the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents party may reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. request Upon request No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An executed copy of the Disclosure Agreement relating to the Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable (each as defined in the Trust Agreement) On the date of such Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable. Yes Party A and Party B An executed copy of the Disclosure Agreement relating to the Prospectus Supplement (as defined in the Trust Agreement) Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An executed copy of the Disclosure Agreement relating to the Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable (each as defined in the Trust Agreement) On the date of such Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable. Yes Party A and B An executed copy of the Disclosure Agreement relating to the Prospectus Supplement (as defined in the Trust Agreement) Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party A and Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. . Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B A Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An executed copy of the Disclosure Agreement relating to the Prospectus Supplement (as defined in the Trust Agreement) Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:Section 4(a): (a) Tax forms, documents or certificates to be delivered are:— (i) Prior to the first scheduled Payment Date; (ii) in the case of a U.S. Internal Revenue Service Form W-8ECI, W-8IMY, and W-8BEN that does not include a U.S. taxpayer identification number in line 6, before December 31 of each third succeeding calendar year, (iii) promptly upon reasonable demand by Party B, the other party; and (iiiv) promptly upon learning that any such Form form previously provided by Party A to the other party has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified : BNY A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be. Upon the execution and delivery of this Agreement Yes Counterparty (i) a copy of the Board executed Pooling and Servicing Agreement, (ii) an incumbency certificate verifying the true signatures and authority of Directors the person or persons signing this Agreement on behalf of the Counterparty , and (iii) a certified copy of the authorizing resolution (or equivalent authorizing documentation) of Trustee which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) the Confirmation signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with With respect to (i) upon the execution and delivery of this Agreement. Yes Party A the Pooling and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Servicing Agreement, each Confirmation and each Credit Support Document with respect to (if anyii) signing on its behalf. Concurrently with and (iii) upon the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party BNY A and B An legal opinion as to enforceability of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust this Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with any Confirmation evidencing a Transaction hereunder. Upon the execution and delivery of this Agreement and such Confirmation No Counterparty A legal opinion (i) as to the enforceability of this Agreement and any Confirmation unless previously delivered evidencing a Transaction hereunder and still (ii) that no tax of any nature is imposed by any government or other taxing authority in full force and effect. No Party B An executed copy respect of any payment by the Counterparty under this Agreement, but for a present or former connection between the jurisdiction of the Trust Agreementgovernment or taxation authority imposing such tax and BNY or a person related to BNY and that BNY is not subject to any obligations to withhold from payments to the Counterparty under US federal tax law. Within 30 days after Upon the date execution and delivery of this Agreement. Agreement and such Confirmation No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoPart 4.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each Each party agrees to deliver the following documents, documents as applicable: (a) Tax For the purpose of Section 4(a)(i), tax forms, documents or certificates to be delivered are:— : Party A U.S. Internal Revenue Service Form W-8IMY or any successor forms thereto (i) Before the first Payment Date under this Agreement, such form to be updated at the beginning of each succeeding three-calendar-year period after the first payment date under this Agreement, (ii) promptly upon reasonable demand by Party B, and (iiiii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other For the purpose of Section 4(a)(ii), other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes : Party A and Party B Incumbency Certificate (or, if available Evidence reasonably satisfactory to the current authorized signature book or equivalent authorizing documentation) specifying other party as to the names, titles, true signatures and authority and specimen signatures of the persons authorized to execute officers or officials signing this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each or any Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the behalf Upon execution and delivery of this Agreement unless previously delivered and still in full force and effect. and, if requested, upon execution of any Confirmation Yes Party A and B A copy of the annual report for such party containing audited or certified financial statements for the most recently ended financial year Upon request, as soon as publicly available Yes Party A An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in party covering the case enforceability of this Agreement against such party Upon execution of this Agreement No Party B All opinions of counsel to Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery delivered as of the Confirmation unless previously delivered and still in full force and effect. Closing Date Upon execution of this Agreement No Party B An executed copy Executed copies of the Trust Agreement. Pooling and Servicing Agreement and such other documents as requested by Party A. Within 30 15 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of Any and all executed amendments to the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Pooling and Servicing Agreement. Promptly upon learning after the date of any proposed amendment, supplement or waiver. execution by Party B. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An executed copy of the Disclosure Agreement relating to the Prospectus Supplement (as defined in the Trust Agreement) Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party Bthe other party, and (ii) promptly upon learning that any such Form previously provided by Party A such party has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to deliver Date by which to be document Form/Document/Certificate delivered -------------- ----------------------------------- -------------------------------------------- Party B Any document required or reasonably Promptly after the earlier of (i) promptly upon reasonable i)reasonable requested to allow Party A to make demand by Party B, and A or (ii) promptly upon learning that such payments under this Agreement form or document is required. without any deduction or witholding for or on the account of any Tax or with such Form previously provided by Party A has become obsolete deduction or incorrectwitholding at a reduced rate. (b) Other documents to be delivered are:— are:- Party required to deliver Date by which to be Covered by Section document Form/Document/Certificate delivered 3(d) Representation -------- ------------------------- --------------------- ------------------- Party A Either (1) a signature booklet The earlier of the Yes and containing secretary's fifth Business Day Party B Certified copy certificate and resolutions after the Trade Date ("authorizing resolutions") of the Board of Directors resolution (or equivalent first authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter Transaction or upon into Transactions contemplated and performance derivatives transactions of its obligations hereunder. Concurrently with the execution and delivery of this Agreementthe type contemplated by the Agreement and as parties or (2) a secretary's deemed necessary for certificate, authorizing any further resolutions and incumbency documentation. Yes Party A certificate, in either case, for such party and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each any Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery Provider of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Pooling Upon execution of Yes and Servicing Agreement ("PSA"), this Agreement. Within 30 days dated as of April 1, 2006, among Morgan Stanley Capital I Inc., Wells Fargo Bank, Nationax Association, JPMorgan Chase Bxxx, National Association, HomEq Servicing Corporation, Deutsche Bank National Trust Company, LaSalle Bank National Association, WMC Mortgage Corp. and Decision One Mortgage company, LLC. Party A A duly executed copy of the As soon as No and Credit Support Document specified practicable after the date Party B in Part 4 of this Schedule. execution of this Agreement. Party A An opinion of counsel reasonably As soon as No and satisfactory in form and practicable after the Party B Each material amendment, supplement or waiver substance to the other party. execution of the Trust this Agreement, as proposed from time to time, or any other amendment or modification . Party B Taxpayer Identification Number of the Trust Agreement that requires the written consent Upon execution of Party A under the terms B as required by Part I of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. Nothis Agreement Yes United States Internal Revenue Service Form W-9

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly : Party A and Party B Any form or document required or reasonably requested to allow the other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. Promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other documents to be delivered are:— : Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion Opinions of counsel to such party of Party A reasonably satisfactory in form to Party B. Concurrently with the execution and substance to delivery of the other party, and, in the case Confirmation. No Party B Opinions of counsel of Party B, opinions of counsel relating to the Trust Agreement and other deal documents B reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effectConfirmation. No Party B An executed copy of the Trust Pooling and Servicing Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement, each party Party agrees to deliver the following documents, documents as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party B agrees to complete, execute, and deliver to Party A a complete, valid and accurate United States Internal Revenue Service Form W-9, or any successor to such form, and any required attachments thereto (i) upon execution and delivery of this Agreement, (ii) promptly upon reasonable demand by Party BA, and (iiiii) promptly upon learning that any such Form form(s) previously provided by Party A B has become obsolete or is incorrect. (b) Other documents to be delivered are:— : Party A/Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document, if any, specified in Part 4 hereof, such Credit Support Document (being duly executed if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunderrequired. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the Upon execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A Incumbency certificate or other documents evidencing the authority of the persons executing this Agreement and the related Confirmation[s] on Party A’s behalf On the Closing Date Yes Party B An opinion Monthly Servicing Report setting forth the information specified in Section 8.2 of counsel the Indenture To be made available to such party reasonably satisfactory in form Party B on each Determination Date Yes Party B Each of (i) a copy of the Indenture and substance to the other partyTransaction Documents, andexecuted and delivered by the parties thereto and (ii) incumbency certificate or other documents evidencing the authority of the persons executing this Agreement and the related Confirmation[s] on Party B’s behalf On the Closing Date Yes Party A/Party B Certified copies of all corporate, in partnership or membership authorizations, as the case of Party Bmay be, opinions of counsel relating to the Trust Agreement and any other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the Upon execution and delivery of this Agreement Yes documents with respect to the Confirmation unless previously delivered execution, delivery and still in full force performance of this Agreement and effectany Credit Support Document Party A [FFIEC Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks (“Call Report”) of [ ]]. No Party B An executed copy of the Trust Agreement. Within 30 days To be made available on [ ] after the date end of this Agreementeach fiscal quarter of [ ]. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoYes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An executed copy of the Disclosure Agreement relating to the Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable (each as defined in the Trust Agreement) On the date of such Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable. Yes Party A and Party B An executed copy of the Disclosure Agreement relating to the Prospectus Supplement (as defined in the Trust Agreement) Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party Party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Each party agrees to complete (i) promptly upon reasonable demand by Party Baccurately and in a manner reasonably satisfactory to the other party), execute, arrange for any required certification of, and (ii) promptly upon learning deliver to the other party or such government or taxing authority as the other party directs, any form or document that may be required or reasonably requested in order to allow the other party to make a payment under this Agreement without any deduction or withholding for or on account of any Tax or with such Form previously provided by deductions or withholding at a reduced rate. Party A has become obsolete or incorrect. & B IRS Form W-9 Upon execution of the Agreement and thereafter, upon request of Party A. N/A (b) Other documents to be delivered are:— : Party B Certified A A copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority most recent annual report of such party to enter into Transactions contemplated or its Credit Support Provider, as applicable, containing audited consolidated financial statements for such fiscal year certified by independent certified public accountants and performance prepared in accordance with generally accepted accounting principles (“GAAP”) in the party’s country of its obligations hereunder. Concurrently organization, or, in lieu thereof, a copy of such party’s most recent Form 10-K or Form 40-F, as applicable, as filed with the execution Securities and delivery Exchange Commission. Upon request of this Agreementthe other party and within a reasonable time after public availability (or, if such party is not a public reporting entity, within a reasonable time of such request). Yes Party A With respect to the first three quarters of its fiscal year, a copy of the unaudited consolidated financial statements of such party or of such Party’s Credit Support Provider, if applicable, for its most recent fiscal quarter prepared in accordance with GAAP on a basis consistent with that of the annual financial statements of such party, or, in lieu thereof, a copy of such party’s Form 10-Q or Form 6-K, as applicable, as filed with the Securities and Party B Incumbency Certificate Exchange Commission. Upon request of the other party and within a reasonable time after public availability (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the namessuch party is not a public reporting entity, titles, authority and specimen signatures within a reasonable time of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effectsuch request). Yes Party A and & B An opinion of counsel to such party Evidence, reasonably satisfactory in form and substance to the other receiving party, and, in concerning the case due execution and delivery of Party B, opinions of counsel relating to the Trust this Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with or such Confirmation. At or promptly following the execution and delivery of this Agreement and the execution and delivery of any Confirmation unless previously delivered and still (if such Confirmation so requires). Yes Party A & B Legal opinion in full force and effecta form satisfactory to the other party. No Party B An executed copy Upon execution of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 4(a), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents documents, or certificates to be delivered are:— : Party A agrees to complete, execute, and deliver to Party B, United States Internal Revenue Service Form W-9 or any successor of such form: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party B, ; and (iiiii) promptly upon learning that any such Form forms previously provided by Party A has become obsolete or incorrect. Party B agrees to complete, execute, and deliver to Party A, United States Internal Revenue Service Form W-9 or any successor of such forms: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party A; and (iii) promptly upon learning that any such forms previously provided by Party B has become obsolete or incorrect. (b) Other documents to be delivered are:— : Covered by Party B Certified required to Form/Document/ Date by which Section 3(d) deliver document Certificate to be delivered Representation Party A Power of Attorney with At execution of Yes respect to Party A this Agreement Party A Support Agreement dated At execution of Yes as of October 8, 1993 this Agreement among Party A, Mitsui Marine and Fire Insurance Co., Ltd. ("Mitsui Marine"), and The Goldman Sachs Group, Inc. ("Goldmxx Xxxxp") (xhe "Support Agreement") accompanied by a certificate of an authorized officer of Party A, certifying that it is a true, complete and correct copy of the Board original Support Agreement Party A Guaranty dated as of Directors resolution At execution of Yes December 20, 2000 this Agreement between Mitsui Marine and Goldman Sachs Group (the "Guaranty"), xxcxxxxxied by a certificate certifying that it is a true, complete and correct copy of the original Guaranty Party A Most recently prepared As soon as Yes annual balance sheet of possible Party A following request of Party B Party A Legal opinions with At execution of No respect to Party A this Agreement Party B Incumbency certificate At execution of Yes or equivalent authorizing documentation) which sets forth other documents this Agreement evidencing the authority authority, incumbency and specimen signature of each signatory to person executing this Agreement and each Agreement, any Credit Support Document (if any) signing on its behalf and or any Confirmation, as the authority of such party to enter into Transactions contemplated and performance of its obligations hereundercase may be. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if Servicer Remittance Promptly upon Yes Reports becoming available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures Party B Legal opinion with At execution of the persons authorized No respect to execute Party B this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days No Pooling and Servicing after the date Agreement, dated as of of this Agreement May 1, 2006, (the "Pooling and Servicing Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement") among GS Mortgage Securities Corp., as proposed from time to timedepositor, or any other amendment or modification of the Litton Loan Servicing LP, as a servicer, Select Portfolio Servicing, Inc., as a servicer, Avelo Mortgage, L.L.C., as a servicer Wells Fargo Bank, National Association, as master servicer and as securities administrator, J.P. Morgan Trust Agreement that requires the written consent of Party A under the terms of the Company, National Association, as x custodian, Deutsche Bank National Trust Agreement. Promptly upon learning of any proposed amendmentCompany, supplement or waiver. Noas a custodian, U.S. Bank National Association, as a custodian and LaSalle Bank National Association, as trustee.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to deliver document Form/Document/Certificate Date by which to be delivered ------------ ------------------------- ----------------------------- Party B A correct, complete and (i) promptly upon reasonable demand by Party BUpon execution of this executed U.S. Internal Agreement, and (ii) promptly upon Revenue Service Form W-9 reasonable demand by Party A, (or any successor thereto) (iii) promptly upon learning of the Grantor Trust that that such form or document is eliminates U.S. federal required, and (iv) promptly upon backup withholding tax on learning that any such Form form payments under this previously provided by Party A B Agreement, and any other has become obsolete or incorrect. document reasonably requested by Party A to allow Party A to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate. (b) Other documents to be delivered are:— are:- Party required to Covered by deliver Date by which to Section 3(d) document Form/Document/Certificate be delivered Representation ------------ ------------------------- ------------------- ------------- Party A Either (1) a signature The earlier of the Yes and booklet containing fifth Business Day Party B Certified copy secretary's certificate and after the Trade resolutions ("authorizing Date of the Board of Directors resolution (first resolutions") authorizing Transaction or equivalent authorizing documentation) which sets forth upon the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreementderivatives transactions of Agreement and as the type contemplated by deemed necessary the parties or (2) a for any further secretary's certificate, documentation. Yes Party A authorizing resolutions and Party B Incumbency Certificate (orincumbency certificate, if available the current authorized signature book or equivalent authorizing documentation) specifying the namesin either case, titles, authority for such party and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each any Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery Provider of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of . Party B, opinions of counsel relating required to the Trust Agreement and other deal documents reasonably satisfactory in form and substance Covered by deliver Date by which to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously Section 3(d) document Form/Document/Certificate be delivered and still in full force and effect. No Representation ------------ ------------------------- ------------------- ------------- Party B An executed copy of the Trust Agreement. Within 30 days after the date Upon execution of Yes Pooling and Servicing this Agreement. Agreement ("PSA"), dated as of June 1, 2006, among Morgan Stanley ABS Capital I Inc., as Depositor, Dxxxxxxx Bank National Trust Company, as Trustee, Wells Fargo Bank, National Association, as Servicer, HomEq Servicing Corporation, as Servicer, Countrywide Home Loans Servicing LP, as Servicer, New Century Mortgage Corporation, as an interim servicer, LaSalle Bank National Association and Wells Fargo Bank, National Association, as Xxxxxdians, and NC Capital Corporation, WMC Mortgage Corp. and Decision One Mortgage company, LLC, as Responsible Parties. Party A A duly executed copy of the As soon as No and Credit Support Document practicable after Party B Each material amendment, supplement or waiver specified in Part 4 of this the Trust execution of Schedule. this Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, B and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An executed copy of the Disclosure Agreement relating to the Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable (each as defined in the Trust Agreement). On the date of such Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable. Yes Party A and B An executed copy of the Disclosure Agreement relating to the Prospectus Supplement (as defined in the Trust Agreement). On the date of such Prospectus Supplement. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party A A copy of the guaranty provided by the Credit Support Provider, if applicable. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. Yes Party A An opinion of counsel to such party relating to the enforceability of the guaranty reasonably satisfactory in form and substance to Party B, if applicable. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust AgreementAgreement and other deal documents related to this Transaction. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each Each party agrees to deliver the following documents, documents as applicable:applicable:- (a) Tax For the purpose of Section 4(a)(i), tax forms, documents or certificates to be delivered are:— are:- Party A U.S. Internal Revenue Service Form W-8IMY or any successor forms thereto (i) Before the first Payment Date under this Agreement, such form to be updated at the beginning of each succeeding three-calendar-year period after the first payment date under this Agreement, (ii) promptly upon reasonable demand by Party B, and (iiiii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other For the purpose of Section 4(a)(ii), other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes are:- Party A and Party B Incumbency Certificate (or, if available Evidence reasonably satisfactory to the current authorized signature book or equivalent authorizing documentation) specifying other party as to the names, titles, true signatures and authority and specimen signatures of the persons authorized to execute officers or officials signing this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each or any Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the behalf Upon execution and delivery of this Agreement unless previously delivered and still in full force and effect. and, if requested, upon execution of any Confirmation Yes Party A and B A copy of the annual report for such party containing audited or certified financial statements for the most recently ended financial year Upon request, as soon as publicly available Yes Party A An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in party covering the case enforceability of this Agreement against such party Upon execution of this Agreement No Party B, B All opinions of counsel relating to Party B and counsel to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery Servicer, delivered as of the Confirmation unless previously delivered and still in full force and effect. Closing Date Upon execution of this Agreement No Party B An executed copy Executed copies of the Trust Agreement. Within 30 days after the date Pooling and Servicing Agreement and such other documents as requested by Party A. Upon execution of this Agreement. No Party B Each material amendmentMonthly Statements, supplement or waiver as set forth in Section 4.04 of the Trust Pooling and Servicing Agreement At such times as such Monthly Statements are required to be delivered to the Trustee pursuant to the Pooling and Servicing Agreement Yes Party B Such other information in connection with the Certificates or the Pooling and Servicing Agreement in the possession of Party B as Party A may reasonably request. Upon request No Party B Any and all proposed and executed amendments to the Pooling and Servicing Agreement. Each (i) the date of distribution to the Certificates or (ii) the date of execution by Party B, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiverapplicable. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party Party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Each party agrees to complete (accurately and in a manner reasonably satisfactory to the other party), execute, arrange for any required certification of, and deliver to the other party or such government or taxing authority as the other party directs, any form or document that may be required or reasonably requested in order to allow the other party to make a payment under this Agreement without any deduction or withholding for or on account of any Tax or with such deductions or withholding at a reduced rate. Party B IRS Form W-9 (i) promptly Upon execution of the Agreement, (ii) every three years thereafter; (iii) upon reasonable demand by Party B, knowledge that such document is obsolete or inaccurrate and (iv) thereafter, upon request of Party A. N/A Party A IRS Form W-8BEN and IRS Form W-8ECI (i) Upon execution of the Agreement; (ii) every three years thereafter; (iii) promptly upon learning that any such Form previously provided by Party A W-8BEN, or W-8ECI (or any successor thereto) has become obsolete or incorrect.; and (iv) upon request of Party B. N/A Party A A statement in writing to Party B specifying the amount of income effectively connected with a trade or business in the United States (ECI) of Party A, if any, in respect of the total amount of payments under this Agreement received from Party B by Party A when acting through its Toronto office during a calendar year (in the event that Party A fails to timely deliver such statement to Party B, Party A shall be deemed to have advised Party B to treat the entire amount of all such payments made to Party A when acting through its Toronto office as ECI for the purpose of satisfying any information reporting obligations imposed on Party B under the Internal Revenue Code and the United States Treasury Regulations). On February 15 of the calendar year following the year in which any payment is made by Party A to Party B and upon request. N/A (b) Other documents to be delivered are:— : Party B Certified A A copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority most recent annual report of such party to enter into Transactions contemplated or its Credit Support Provider, as applicable, containing audited consolidated financial statements for such fiscal year certified by independent certified public accountants and performance prepared in accordance with generally accepted accounting principles (“GAAP”) in the party’s country of its obligations hereunder. Concurrently organization, or, in lieu thereof, a copy of such party’s most recent Form 10-K or Form 40-F, as applicable, as filed with the execution Securities and delivery Exchange Commission. Upon request of this Agreementthe other party and within a reasonable time after public availability (or, if such party is not a public reporting entity, within a reasonable time of such request). Yes Party A With respect to the first three quarters of its fiscal year, a copy of the unaudited consolidated financial statements of such party or of such Party’s Credit Support Provider, if applicable, for its most recent fiscal quarter prepared in accordance with GAAP on a basis consistent with that of the annual financial statements of such party, or, in lieu thereof, a copy of such party’s Form 10-Q or Form 6-K, as applicable, as filed with the Securities and Party B Incumbency Certificate Exchange Commission. Upon request of the other party and within a reasonable time after public availability (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the namessuch party is not a public reporting entity, titles, authority and specimen signatures within a reasonable time of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effectsuch request). Yes Party A and & B An opinion of counsel to such party Evidence, reasonably satisfactory in form and substance to the other receiving party, andconcerning the due execution and delivery of this Agreement or any Confirmation, in including, without limitation, signing authority and specimen signatures for each individual executing the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with any Confirmation. At or promptly following the execution and delivery of this Agreement and the Confirmation unless previously delivered execution and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning delivery of any proposed amendment, supplement or waiverConfirmation (if such Confirmation so requires). NoYes

Agreement to Deliver Documents. (a) For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following tax forms, documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party A and Party B Any form or document required or reasonably requested to allow the other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. (i) upon execution of this Agreement, (ii) on or before the first payment date under this Agreement, including any Credit Support Document, (iii) promptly upon the reasonable demand by Party Bthe other party, (iv) prior to the expiration or obsolescence of any previously delivered form, and (iiv) promptly upon learning that the information on any such Form previously provided by Party A has become obsolete delivered form becoming inaccurate or incorrect. (b) Other For the purpose of Section 4(a)(ii), other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes : Party A and Party B Incumbency Certificate (orAny documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if available any, for it to execute and deliver the current authorized signature book or equivalent authorizing documentation) specifying Agreement, each Confirmation, and any Credit Support Documents to which it is a party, and to evidence the names, titles, authority and specimen signatures of the persons authorized delivering party or its Credit Support Provider to execute this Agreement which sets forth perform its obligations under the specimen signatures of each signatory to this Agreement, each Confirmation and each any Credit Support Document (if any) signing on its behalf. Concurrently with Document, as the case may be Upon the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B Credit Support Document specified in Part 4 of the Schedule, such Credit Support Document being duly executed Upon the execution and delivery of this Agreement Yes Party A and Party B A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing the Agreement, each Confirmation, and any relevant Credit Support Document, as the case may be Upon the execution and delivery of this Agreement Yes Party A Annual Report of Party A containing consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which Party A is organized Promptly upon request after becoming publicly available Yes Party A Opinions of counsel to Party A substantially in the form of Exhibit A to this Agreement reasonably satisfactory to Party B Upon the execution and delivery of this Agreement No Party B An opinion of counsel to such party Party B reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with A Upon the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect.— None (b) Other documents to be delivered are:— Party A and Party B Certified copy of the Board board of Directors directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party (or, in the case of Party B, counsel to the Trustee) as to the enforceability of this Agreement that is reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. . Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B All opinions of counsel to Party B and counsel to the Servicer, delivered as of the Closing Date Upon execution of this Agreement No Party B Such other information in connection with the Certificates or the PSA in the possession of Party B as Party A may reasonably request. Upon request No Party B An executed copy of the Trust AgreementPSA. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoYes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly : PARTY REQUIRED TO FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVER DOCUMENT DELIVERED Party A and Party B Any document required or Promptly upon the reasonably requested to reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by allow Party A has become obsolete or incorrect.Party B by the other party to make payments under this Agreement without any deduction or withholding for or on account of any tax or with such deduction or withholding at a reduced rate or to enable the relevant party to claim back or be refunded for any amount of Tax so withheld or deducted where such relevant party received a payment under this Agreement net of such Tax (b) Other documents to be delivered are:— : PARTY REQUIRED FORM/DOCUMENT/ DATE BY WHICH COVERED BY TO DELIVER CERTIFICATE TO BE DELIVERED SECTION 3(D) DOCUMENTS Party A and Evidence satisfactory Upon execution Yes Party B Certified copy to the other party as of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth this Agreement to the authority of and the relevant its signatories to Confirmation, as this Agreement and to applicable each signatory Confirmation including specimen signatures of such signatories Party A and Evidence satisfactory Upon execution of Yes Party B to the other party as this Agreement to its capacity and ability to enter into this Agreement and any Transaction hereunder Party B A legal opinion in a Upon execution of No form satisfactory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An duly executed copy Upon execution of No of the Trust Agreement. Within 30 days after the date of Deed this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (iiSection 4(a) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax formsTAX FORMS, documents or certificates DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: Party required to deliver Form/Document/ Date by which to document Certificate be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by ------------------------------------------------------------------------------ Party A has become obsolete and Party B Any form, document or incorrectcertificate As soon as practicable reasonably requested by the other following written party in order for such party to demand be able to make payments hereunder without withholding taxes being deducted. (b) Other documents OTHER DOCUMENTS TO BE DELIVERED ARE: Party required to deliver Form/Document/ Date by which to Covered document Certificate be delivered are:— by Section 3(d) ------------------------------------------------------------------------------ (i) Party A and Such proof of the As soon as Yes Party B Certified names, true practicable after signatures and execution of this authority of persons Agreement and, if signing this requested by the Agreement on its other party, as behalf as the other soon as party may reasonably practicable after request. execution of any Confirmation of any other Transaction. (ii) Party B A duly signed copy of Upon execution of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Document referred to in Part 4 of this Schedule. (iii) Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions 's annual Promptly upon Yes report containing request. audited consolidated financial statements prepared in accordance with accounting principles that are generally accepted in such party's country of counsel relating organization and certified by independent certified public accountants for each fiscal year. Party required to the Trust Agreement and other deal documents reasonably satisfactory in form and substance deliver Form/Document/ Date by which to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously Covered document Certificate be delivered and still in full force and effect. No by Section 3(d) ------------------------------------------------------------------------------ (iv) Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. B's unaudited Promptly upon learning Yes consolidated request. financial statements, the consolidated balance sheet and related statements of any proposed amendmentincome for each fiscal quarter, supplement or waiver. Noprepared in accordance with accounting principles that are generally accepted in such party's country of organization.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect.— None (b) Other documents to be delivered are:— Party B A Certified copy of the Board power of Directors resolution attorney (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. . Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust AgreementPSA. Within 30 days after the date of this Agreement. No Yes Party B Each material amendment, supplement or waiver of the Trust AgreementPSA, as proposed from time to time, or any other amendment or modification of the Trust Agreement PSA that requires the written consent of Party A under the terms of the Trust PSA or otherwise adversely affects Party A’s interests under this Agreement or the ability of Party B to fully and timely perform its obligations under this Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. Nowaiver Yes

Agreement to Deliver Documents. For the purpose of Sections Section 4(a)(i) and (iiSection 4(a)(ii) of this Agreement, Party A and Party B each party agrees agree to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : PARTY REQUIRED TO FORM, DOCUMENT DATE BY WHICH DELIVER DOCUMENT OR CERTIFICATE TO BE DELIVERED Party A An executed U.S. Internal (i) Before the first Payment Revenue Service 4224 Form Date under this Agreement, (or any successor thereto) ii) promptly upon reasonable (demand by Party B, and (iiiii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect.. Party B An executed U.S. Internal (i) Before the first Payment Date Revenue Service Form W-9 under this Agreement, (ii) (or any successor thereto), promptly upon reasonable demand including appropriate attachments. by Party A, and (iii) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation: PARTY REQUIRED TO FORM, DOCUMENT DATE BY WHICH COVERED BY DELIVER DOCUMENT OR CERTIFICATE TO BE DELIVERED SECTION 3(D) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes ---------------- -------------- --------------- ------------ Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party Party A Upon execution of this No substantially in the form of Agreement. Exhibit A to this Schedule. Party A An incumbency certificate with Upon execution of this Yes respect to the signatory of this Agreement. Agreement. Party B Executed copies of all Basic Upon execution of this Yes, with respect to Documents and all opinions Agreement. certificates and other required by the Underwriting factual statements; No, Agreement with respect to opinions and agreements Party B An executed original of the Upon execution of this Officer's Certificate of Agreement. [_____________] substantially in the form of Exhibit C and reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoA.

Agreement to Deliver Documents. For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicablewhich (other than the opinion of counsel referred to in clause (b)(5) below) will be covered by the Section 3(d) REPRESENTATION: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand : Any document or certificate reasonably required and reasonably requested by a party in connection with its obligations to make a payment under this Agreement which would enable such party to make the payment free from any deduction or withholding for or on account of any Tax or as would reduce the rate at which deduction or withholding for or on account of any Tax is applied to that payment. Party B, and (ii) promptly upon learning that any such Form previously provided by required to deliver: Party A has become obsolete or incorrectand Party B Date by which to be delivered: As soon as reasonably practicable following a request by the other party. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (1) A certificate or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying list providing the names, titles, authority signatures and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably giving evidence satisfactory in form and substance to the other partyparty of the authority of the officers of the party to execute this Agreement and any Confirmation. Party required to deliver: Party A and Party B Date by which to be delivered: Upon execution of this Agreement or Confirmation, and, in and when the list is updated as the case may be. (2) Certified copies of Party B, opinions of counsel relating all documents evidencing necessary corporate and other authorizations and approvals with respect to the Trust Agreement execution, delivery and other deal documents reasonably satisfactory in form and substance to performance by the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date party of this Agreement. No Party required to deliver: Party A and Party B Each material amendment, supplement or waiver Date by which to be delivered: Upon execution of the Trust this Agreement, . (3) Certificate of Incorporation and By-laws as proposed in effect from time to time, certified by the Secretary or any other amendment or modification an Assistant Secretary of the Trust Agreement that requires applicable party. Party required to deliver: Party A and Party B Date by which to be delivered: Upon execution of this Agreement. (4) A copy of the written consent annual report of Party A, or its parent, containing audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with accounting principles that are generally accepted in the country in which such party is organized. Party required to deliver: Party A under Date by which to be delivered: As soon as reasonably practicable after public availability. (5) Such other documents as the terms other party may reasonably request in connection with each Transaction, including, without limitation, an opinion of counsel and such other written information with respect to the condition or operations, financial or otherwise, of either party as the other party may reasonably request from time to time. Party required to deliver: Party A and Party B Date by which to be delivered: Upon reasonable request of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. Noother party.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party A and Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. . Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Pooling and Servicing Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered: Party required to deliver document Form/Document/Certificate Date by which to be delivered are:— Party A A valid complete, accurate and executed United States Internal Revenue Service Form W-9, or any successor of such form including appropriate attachments. (i) Upon execution and delivery of this Agreement, (ii) promptly upon reasonable demand by Party Bthe other party, and (iiiii) promptly upon learning that any such Form form previously provided by Party A to the other party has become obsolete obsolete, incorrect, or ineffective. Party B A valid complete, accurate and (i) Upon execution and delivery of this Party required to deliver document Form/Document/Certificate Date by which to be delivered executed United States Internal Revenue Service Form W-9 from each Verizon Affiliate listed on Schedule I hereto, or any successor of such form. Agreement, (ii) promptly upon reasonable demand by the other party, and (iii) promptly upon learning that any form previously provided to the other party has become obsolete, incorrect, or ineffective. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes delivered: Party A and Party B Incumbency Certificate A certificate (or, if available the current including a photocopy or facsimile copy thereof) executed by a duly authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures officer of the persons authorized to execute party certifying the name, authentic signature and authority of each person executing this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each or any Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the Upon execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of a Confirmation, upon request by the other party. Yes. Party BA Most recent annual audited financial statements of Party A, opinions of counsel relating to prepared in accordance with generally accepted accounting principles in the Trust Agreement and other deal documents reasonably satisfactory country in form and substance to which the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreementparty is organized. Within 30 120 days after the date end of the relevant fiscal year. Yes. Party B Evidence of necessary corporate or other authorizations and approvals with respect to the execution, delivery and performance of this Agreement. No Upon execution of this Agreement. Yes. Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Amended and Restated Trust Agreement that requires the written consent of Party A under the terms B. Upon execution of the Trust this Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoYes.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party A and Party B Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate. Promptly after the earlier of (i) promptly upon reasonable demand by Party B, and either party or (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectwithin 30 days of the execution of this Agreement. (b) Other documents Documents to be delivered are:— are (any document to be delivered below via internet shall be deemed to be furnished in writing for purposes of Section 3(d) of the Agreement): Party A and Party B Certified copy Any documents required or reasonably requested by the receiving party to evidence authority of the Board of Directors resolution (delivering party or equivalent authorizing documentation) its Credit Support Provider, if any, to execute and deliver this Agreement, any Confirmation and any Credit Support Documents to which sets forth it is a party, and to evidence the authority of each signatory to this Agreement and each the delivering party or its Credit Support Document (if any) signing on its behalf and the authority of such party Provider to enter into Transactions contemplated and performance of perform its obligations hereunder. Concurrently with the execution and delivery of under this Agreement, such Confirmation and/or Credit Support Document, as the case may be. Upon execution. Yes Party A and Party B Incumbency Certificate (or, if available the current A certificate of an authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures officer of the persons authorized party, as to execute this Agreement which sets forth the specimen signatures incumbency and authority of each signatory to the respective officers of the party signing this Agreement, each Confirmation and each any relevant Credit Support Document (if any) signing on its behalfor any Confirmation, as the case may be. Concurrently with the Upon execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A Annual Report of Party A containing consolidated financial statements certified by independent certified public accountants and B prepared in accordance with generally accepted accounting principles in the country in which Party A is organized to be delivered via internet at http:// xxx.xx.xxx/ Annually, after becoming publicly available Yes Party A Quarterly Financial Statements of Party A containing unaudited, consolidated financial statements of Party A’s fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which Party A is organized to be delivered via internet at xxxx://xxx.xx.xxx/ Quarterly, after becoming publicly available Yes Party A An opinion of counsel to such party reasonably satisfactory in form and substance to the other party regarding the enforceability of this Agreement, any Confirmation and any Credit Support Documents to which it is a party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the . Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed Executed copy of the Trust Agreement. Within 30 days after Pooling and Servicing Agreement Upon the date of this Agreement. No Party B Each material amendment, supplement or waiver filing of the Trust Agreement, as proposed from time to time, or any other amendment or modification of Pooling and Servicing Agreement on the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoSecurity and Exchange Commission’s XXXXX system Yes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— — Party A U.S. Internal Revenue Service Form W-8IMY and any successor form thereto (i) Before the first Payment Date under this Agreement, such form to be updated at the beginning of each succeeding three-calendar-year period after the first payment date under this Agreement, (ii) promptly upon reasonable demand by Party B, and (iiiii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party A and Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. . Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Pooling and Servicing Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoYes

Agreement to Deliver Documents. (a) For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following tax forms, documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party A and Party B Any form or document required or reasonably requested to allow the other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. (i) upon execution of this Agreement, (ii) on or before the first payment date under this Agreement, including any Credit Support Document, (iii) promptly upon the reasonable demand by Party Bthe other party, (iv) prior to the expiration or obsolescence of any previously delivered form, and (iiv) promptly upon learning that the information on any such Form previously provided by Party A has become obsolete delivered form becoming inaccurate or incorrect. (b) Other For the purpose of Section 4(a)(ii), other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes : Party A and Party B Incumbency Certificate (orAny documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if available any, for it to execute and deliver the current authorized signature book or equivalent authorizing documentation) specifying Agreement, each Confirmation, and any Credit Support Documents to which it is a party, and to evidence the names, titles, authority and specimen signatures of the persons authorized delivering party or its Credit Support Provider to execute this Agreement which sets forth perform its obligations under the specimen signatures of each signatory to this Agreement, each Confirmation and each any Credit Support Document (if any) signing on its behalf. Concurrently with Document, as the case may be Upon the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B Credit Support Document specified in Part 4 of the Schedule, such Credit Support Document being duly executed Upon the execution and delivery of this Agreement Yes Party A and Party B A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing the Agreement, each Confirmation, and any relevant Credit Support Document, as the case may be Upon the execution and delivery of this Agreement Yes Party A Annual Report of Party A containing consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which Party A is organized Promptly upon request after becoming publicly available Yes Party A Opinions of counsel to Party A substantially in the form of Exhibit A to this Agreement reasonably satisfactory to Party B Upon the execution and delivery of this Agreement No Party B An opinion of counsel to such party Party B reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with A Upon the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. this Agreement No Party B An executed copy of the Trust Agreement. each Base Agreement Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to deliver document- Form/Document/Certificate- Date by which to be delivered-Covered by Section 3(d) Representation Party B-Any form or document that may be reasonably requested, and that Party B is eligible to provide, in order to allow the requesting party to make a payment without (ior with reduced) promptly withholding Tax.-Promptly upon reasonable demand by the other party.-Yes Party BA-Two accurate and completed signed copies of Internal Revenue Service Form W-8ECI, all other related forms (including any certificate with respect thereto) as Party B may reasonably request, and any form or document that may be reasonably requested, and that Party A is eligible to provide, in order to allow the requesting party to make a payment without (or with reduced) withholding Tax.-Within 30 days of the execution and delivery of this Agreement, but in no event later than the date of the first payment made by Party A to Party B in connection with the Agreement and additionally, prior to the date on which the first payment is to be made by Party A, with respect to each fourth (4th) calendar year succeeding the execution of the last delivered such form; and within the earlier of (i) 30 days of a change in circumstances that renders the forms previously delivered to Party A inaccurate or incomplete in any material respect or (ii) promptly upon learning the first Fixed Rate Payer Payment Date which falls after a change in circumstances that renders the forms previously delivered to Party B inaccurate or incomplete in any such Form previously provided by Party A has become obsolete or incorrect.material respect.-Yes (b) Other documents to be delivered are:— : Party B Certified copy required to deliver document- Form/Document/Certificate- Date by which to be delivered-Covered by Section 3(d) Party A-Opinions of counsel for Party A substantially in the Board form of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory Exhibit A to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the Schedule-Upon execution and delivery of this Agreement. -Yes Party A and Party B Incumbency Certificate (or, if available A-An incumbency certificate with respect to the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures signatory of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the -Upon execution and delivery of this Agreement unless previously delivered and still in full force and effect. Agreement-Yes Party A and B B-An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, for Party B substantially in the case form of Party B, opinions of counsel relating Exhibit B to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the this Schedule-Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No -Yes Party B Each material amendment, supplement or waiver B-A list of authorized signatories with respect to the Trust signatory of this Agreement, as proposed from time to time, or any other amendment or modification -Upon execution of the Trust Agreement that requires the written consent of Party A under the terms of the Trust this Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No-Yes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectdelivered: none. (b) Other documents to be delivered are:— delivered: Party required to deliver document Party B Certified copy Form/Document/ Certificate Annual Report of Party B containing consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States of America (XXXX) Date by which to be delivered If the Credit Agreement (as defined in Part 5(d) of this Schedule) is terminated or cancelled or Party A ceases to remain a party thereto, then as soon as available and in any event within 120 days after the end of each fiscal year of Party B Covered by Section 3(d) Representation Yes Party B Unaudited consolidated financial statements of Party B for a fiscal quarter prepared in accordance with GAAP and on a basis consistent with that of the Board annual financial statements of Directors resolution Party B If the Credit agreement (as defined in Part 5(d) of this Schedule) is terminated or equivalent authorizing documentation) which sets forth cancelled or Party A ceases to remain a party thereto, then as soon as available and in any event within 45 days after the authority end of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority fiscal quarter of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Party B Yes Party B Opinion of counsel satisfactory to Party A and Party B Incumbency Certificate (or, if available substantially in the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures form of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the Exhibit I hereto Upon execution and delivery of this Agreement unless previously delivered No Party B Certified copies of all corporate authorizations and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance any other documents with respect to the other partyexecution, and, in the case delivery and performance of Party B, opinions of counsel relating to the Trust this Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No this Agreement Yes Party B An executed copy Certificate of the Trust authority and specimen signatures of individuals executing this Agreement. Within 30 days after the date , Confirmations and Credit Support Documents Upon execution and delivery of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent and thereafter upon request of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoYes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to deliver document Form/Document/Certificate Date by which to be delivered -------- ------------------------- ----------------------------- Party B Any document required or Promptly after the earlier of reasonably requested to (i) promptly upon reasonable demand by Party B, and A allow Party A to make or (ii) promptly upon learning that such form payments under this or document is required. Agreement without any deduction or withholding for or on the account of any Tax or with such Form previously provided by Party A has become obsolete deduction or incorrectwithholding at a reduced rate. (b) Other documents to be delivered are:— are:- Party Covered by required to Section deliver Date by which to be 3(d) document Form/Document/Certificate delivered Representation -------- ------------------------- --------- -------------- Party A Either (1) a signature The earlier of the Yes and booklet containing fifth Business Day Party B Certified copy secretary's certificate and after the Trade resolutions ("authorizing Date of the Board of Directors resolution (first resolutions") authorizing Transaction or equivalent authorizing documentation) which sets forth upon the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreementderivatives transactions of Agreement and as the type contemplated by deemed necessary the parties or (2) a for any further secretary's certificate, documentation. Yes Party A authorizing resolutions and Party B Incumbency Certificate (orincumbency certificate, if available the current authorized signature book or equivalent authorizing documentation) specifying the namesin either case, titles, authority for such party and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each any Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery Provider of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date Upon execution of Yes Pooling and Servicing this Agreement. Agreement ("PSA"), dated as of February 1, 2006, among Morgan Stanley Capital I Inc., JPMorgan Chaxx Xxxk, Xxxxxnal Association, WMC Mortgage Corp., Decision One Mortgage Company, LLC, LaSalle Bank National Association and Wells Fargo Bank, National Association. Party A A xxxx executed copy of the As soon as No and Credit Support Document practicable after Party B Each material amendment, supplement or waiver specified in Part 4 of this the Trust execution of Schedule. this Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i), (ii) and (iiiii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party Bdelivered: None, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect.other than those required in Section 4(a)(iii), (b) Other documents to be delivered are:— delivered: Party A and Party B Certified A certified copy of the resolution of the Board of Directors resolution (of Party A or equivalent Party B. as the case may be or of its relevant committee, authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated this Agreement and performance of its obligations hereundereach Transaction, and an incumbency certificate. Concurrently with Upon the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures A copy of the persons authorized to execute this Form 10-K or the annual report for such party, or the Credit Support Provider of Party B, (if relevant) containing audited financial Upon written request, unless publicly available through XXXXX or some other source. Yes statements for the most recently ended financial year. Party A and Party B Any Engineering Reports as defined in the Executed Counterparts of the Intercreditor Agreement which sets forth Upon the specimen signatures execution of each signatory to this Agreement. Yes Party B Copies of all determinations and/or re-determinations of Total Reserve Value as defined in and provided for in the Credit Agreement Upon the receipt of the determinations and/or redeterminations by Party B. Yes Party B Executed Copies of all Security Documents as defined in Annex I to the intercreditor Agreement, each Confirmation excluding those Security Documents listed in Schedule I to Annex I. Upon request, as soon as reasonably practicable. Yes Party B Quarterly Financial Statements, Annual Independent Engineering Report, Interim Engineering Report, Semi-Annual Cash Flow Projections and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effectReports, Monthly Production Report Upon request, as soon as reasonably practicable. Yes Party A and Party B An opinion of counsel to such party reasonably satisfactory in form Such other information and substance to documents as the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents party may reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. Norequest Upon request Yes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party A and Party B shall promptly deliver to the other party (ior as directed) any form or document accurately completed and in a manner reasonably satisfactory to the other party that may be required or reasonably requested in order to allow the other party to make a payment under a Transaction without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate, promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other documents to be delivered are:— : Party A and Party B Certified copy Evidence of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to the signatories of this Agreement and each Credit Support Document (if any) signing on its behalf and the authority including specimen signatures of such party to enter into Transactions contemplated and performance of its obligations hereundersignatories. Concurrently with the Upon execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel addressed to such party reasonably satisfactory Party B in form and substance reasonably acceptable to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the B. Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver An opinion of Party B’s counsel addressed to Party A in form and substance reasonably acceptable to Party A. Upon execution of this Agreement. No Party B A duly executed certificate of the Trust secretary or assistant secretary of the Owner Trustee of Party B certifying the name and true signature of each person authorized to execute this Agreement and enter into Transactions for Party B. Upon execution of this Agreement. Yes Party B Copy of executed Sale and Servicing Agreement. Upon execution of such Agreement. Yes Party A Financial data relating to Party A, as required pursuant to Part 5(t) of this Schedule. As required pursuant to Part 5(t) of this Schedule. Yes Party A Executed Indemnification and Disclosure Agreement, as proposed from time among Party A, VW Credit, Inc. and Volkswagen Auto Lease/Loan Underwritten Funding, LLC, relating to timeParty A’s furnished information for use in the Prospectus and other matters. Upon or prior to execution of this Agreement Yes * For purposes of Section 3(d) of this Agreement, or any other amendment or modification the following shall be added immediately prior to the period at the end thereof: “; provided, however, that in the case of financial statements delivered by either party, the only representation being made by either party is that such financial statements give a fair view of the Trust Agreement that requires the written consent state of Party A under the terms affairs of the Trust Agreement. Promptly upon learning relevant entity to which they relate as at the date of any proposed amendment, supplement or waiver. Nosuch financial statements.”

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:applicable:- (a) Tax forms, documents or certificates to be delivered are:— (iare:- Party A and Party B Forms and/or documents described in Section 4(a)(iii) promptly upon of the Agreement. Upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other documents to be delivered are:— are:- Party A and Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of For each party, an incumbency certificate with respect to each signatory to this Agreement and each the Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunderDocuments. Concurrently with the Upon execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures A copy of the persons authorized to execute this Agreement which sets forth the specimen signatures annual report of each signatory to this Agreement, each Confirmation and each its Credit Support Document (if any) signing on Provider containing audited consolidated financial statements for such fiscal year certified by independent public accountants and prepared in accordance with generally accepted accounting principles consistently applied. Upon request. Yes Party A For its behalfmost recent fiscal quarter, a copy of the unaudited financial statements of its Credit Support Provider, prepared in accordance with generally accepted accounting principles consistently applied. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effectUpon request. Yes Party A and Party B An opinion (i) In the case of counsel to such party reasonably satisfactory in form Party A, a copy of the resolutions or other action of the board of directors of each of Party A and substance to the other party, and, its Credit Support Provider and (ii) in the case of Party B, opinions (x) a resolution of counsel relating to the board of directors certified by a secretary or assistant secretary of Party B, or (y) an Trust Agreement or other document of Party B, pursuant to which Party B is authorized to enter into this Agreement, each Credit Support Document to which it is a party, and other deal documents reasonably satisfactory each Transaction from time to time entered into hereunder (the “Authorizing Resolution”). Upon execution of this Agreement. Yes Party A A guarantee of Holdings substantially in the form and substance of Exhibit A to the Party A. Concurrently with the this Schedule. Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. this Agreement No Party B An executed copy opinion of counsel to Party B that is addressed to Party A. Upon execution of this Agreement No Party A An opinion of counsel to Party A substantially in the form of Exhibit C to this Schedule. Upon execution of this Agreement No Party B Trust Agreement Upon execution of this Agreement Yes Party B All reports to the Trustee pursuant to 9.24 of the Trust Agreement. Within 30 days after At such time as each report is delivered to the date Trustee Yes Party B All reports pursuant to 4.03 of this Agreementthe Trust Agreement In accordance with the terms of the Trust Agreement Party B All reports that go to the Rating Agencies. No As applicable. Yes Party B Each material amendment, supplement or waiver of to the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 4(a), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents documents, or certificates to be delivered are:— : Party A agrees to complete, execute, and deliver to Party B, United States Internal Revenue Service Form W-9 or any successor of such form: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party B, ; and (iiiii) promptly upon learning that any such Form forms previously provided by Party A has become obsolete or incorrect. Party B agrees to complete, execute, and deliver to Party A, United States Internal Revenue Service Form W-9 or any successor of such forms: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party A; and (iii) promptly upon learning that any such forms previously provided by Party B has become obsolete or incorrect. (b) Other documents to be delivered are:— : Covered by Party B Certified required to Form/Document/ Date by which Section 3(d) deliver document Certificate to be delivered Representation Party A Power of Attorney with At execution of Yes respect to Party A this Agreement Party A Support Agreement dated At execution of Yes as of October 8, 1993 this Agreement among Party A, Mitsui Marine and Fire Insurance Co., Ltd. ("Mitsui Marine"), and The Goldman Sachs Group, Inc. ("Goldmxx Xxxxp") (the "Support Agreement") accompanied by a certificate of an authorized officer of Party A, certifying that it is a true, complete and correct copy of the Board original Support Agreement Party A Guaranty dated as of Directors resolution At execution of Yes December 20, 2000 this Agreement between Mitsui Marine and Goldman Sachs Group (the "Guaranty"), xxcompanied by a certificate certifying that it is a true, complete and correct copy of the original Guaranty Party A Most recently prepared As soon as possible Yes annual balance sheet of following request Party A of Party B Party A Legal opinions with At execution of No respect to Party A this Agreement Party B Incumbency certificate At execution of Yes or equivalent authorizing documentation) which sets forth other documents this Agreement evidencing the authority authority, incumbency and specimen signature of each signatory to person executing this Agreement and each Agreement, any Credit Support Document (if any) signing on its behalf and or any Confirmation, as the authority of such party to enter into Transactions contemplated and performance of its obligations hereundercase may be. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if Servicer Remittance Promptly upon Yes Reports becoming available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures Party B Legal opinion with At execution of the persons authorized No respect to execute Party B this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days No Pooling and Servicing after the date Agreement, dated as of of this Agreement June 1, 2006, (the "Pooling and Servicing Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement") among GS Mortgage Securities Corp., as proposed from time to timedepositor, or any other amendment or modification of the NC Capital Corporation, as responsible party, New Century Mortgage Corporation, as a servicer, Wells Fargo Bank, National Associxxxxx, as master servicer and as securities administrator, Ocwen Loan Servicing, LLC, as a servicer, and Deutsche Bank National Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendmentCompany, supplement or waiver. Noas trustee and as custodian.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to deliver document Form/Document/Certificate Date by which to be delivered ------------ ----------------------------- ----------------------------------- Party B Any document required or Promptly after the earlier of reasonably requested to (i) promptly upon reasonable demand by Party B, and A allow Party A to make or (ii) promptly upon learning that such form payments under this or document is required. Agreement without any deduction or withholding for or on the account of any Tax or with such Form previously provided by Party A has become obsolete deduction or incorrectwithholding at a reduced rate. (b) Other documents to be delivered are:— are:- Covered by Party required to Section 3(d) deliver document Form/Document/Certificate Date by which to be delivered Representation ------------------- ------------------------------------------- ------------------------------- ------------------ Party A Either (1) a signature booklet The earlier of the fifth Yes and containing secretary's certificate and Business Day after the Trade Party B Certified copy resolutions ("authorizing resolutions") Date of the Board of Directors resolution (or equivalent first authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book Transaction or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures upon derivatives transactions of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the type execution and delivery of this Agreement unless previously delivered contemplated by the parties or (2) a and still as deemed necessary for secretary's certificate, authorizing any further documentation. resolutions and incumbency certificate, in full force either case, for such party and effect. Yes Party A and B An opinion any Credit Support Provider of counsel to such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Yes Servicing Agreement ("PSA"), anddated as Agreement. of March 1, 2006, among Morgan Stanley Capital I Inc., Wells Fargo Bank, National Association, Deutsche Bxxx National Trust Company and NC Capital Corporation. Party A A duly executed copy of the Credit As soon as practicable after No and Support Document specified in Part 4 of the case execution of this Party B, opinions B this Schedule. Agreement. Party A and An opinion of counsel relating to the Trust Agreement and other deal documents reasonably As soon as practicable after No Party B satisfactory in form and substance to the Party A. Concurrently with execution of this the execution and delivery of the Confirmation unless previously delivered and still in full force and effectother party. No Agreement. Party B An executed copy Taxpayer Identification Number of the Trust Agreement. Within 30 days after the date Party Upon execution of this Agreement. No Party Yes B Each material amendment, supplement or waiver as required by Part I of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust United Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoStates Internal Revenue Service Form W-9

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to deliver document Form/Document/Certificate Date by which to be delivered ------------ --------------------------- -------------------------------- Party B Any document required or Promptly after the earlier of reasonably requested to (i) promptly upon reasonable demand by Party B, and A allow Party A to make or (ii) promptly upon learning that such form payments under this or document is required. Agreement without any deduction or withholding for or on the account of any Tax or with such Form previously provided by Party A has become obsolete deduction or incorrectwithholding at a reduced rate. (b) Other documents to be delivered are:— are:- Party Covered by required to Section deliver Date by which to be 3(d) document Form/Document/Certificate delivered Representation ----------- --------------------------- ------------------- -------------- Party A Either (1) a signature The earlier of the Yes and booklet containing fifth Business Day Party B Certified copy secretary's certificate and after the Trade resolutions ("authorizing Date of the Board of Directors resolution (first resolutions") authorizing Transaction or equivalent authorizing documentation) which sets forth upon the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreementderivatives transactions of Agreement and as the type contemplated by deemed necessary the parties or (2) a for any further secretary's certificate, documentation. Yes Party A authorizing resolutions and Party B Incumbency Certificate (orincumbency certificate, if available the current authorized signature book or equivalent authorizing documentation) specifying the namesin either case, titles, authority for such party and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each any Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery Provider of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date Upon execution of Yes Pooling and Servicing this Agreement. Agreement ("PSA"), dated as of January 1, 2006, among Morgan Stanley ABS Capital I Inc., JPMorgan Chase Xxxx, Xational Association, WMC Mortgage Corp. and Wells Fargo Bank, National Association. Party A A xxxx executed copy of the As soon as No and Credit Support Document practicable after Party B Each material amendment, supplement or waiver specified in Part 4 of this the Trust execution of Schedule. this Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party Bthe other party, and (ii) promptly upon learning that any such Form previously provided by Party A such party has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party B An executed copy of the Disclosure Agreement relating to the Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable (each as defined in the Trust Agreement) On the date of such Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable. Yes Party B An executed copy of the Disclosure Agreement relating to the Prospectus Supplement (as defined in the Trust Agreement) Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: : (a) Tax forms, documents or certificates to be delivered are:— : Party required to deliver document- Form/Document/Certificate- Date by which to be delivered-Covered by Section 3(d) Representation Party B-Any form or document that may be reasonably requested, and that Party B is eligible to provide, in order to allow the requesting party to make a payment without (ior with reduced) promptly withholding Tax.-Promptly upon reasonable demand by the other party.-Yes Party A-Two accurate and completed signed copies of Internal Revenue Service Form 4224, and all other related forms (including any certificate with respect thereto) as Party B may reasonably request.- Within 30 days of the execution and delivery of this Agreement, but in no event later than the date of the first payment made by Party B to Party A in connection with the Agreement and additionally, prior to the date on which the first payment is to be made by Party B, with respect to each succeeding calendar year; and within the earlier of (i) 30 days of a change in circumstances that renders the forms previously delivered to Party B inaccurate or incomplete in any material respect or (ii) promptly upon learning the first Party B Floating Amount Payment Date which falls after a change in circumstances that renders the forms previously delivered to Party B inaccurate or incomplete in any such Form previously provided by Party A has become obsolete or incorrect. material respect.-Yes (b) Other documents to be delivered are:— : Party required to deliver document- Form/Document/Certificate- Date by which to be delivered-Covered by Section 3(d) Party A-Opinions of counsel for Party A substantially in the form of Exhibit A and Exhibit B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the Schedule-Upon execution and delivery of this Agreement. -Yes Party A and Party B Incumbency Certificate (or, if available A-An incumbency certificate with respect to the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures signatories of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the -Upon execution and delivery of this Agreement unless previously delivered and still in full force and effect. Agreement-Yes Party A and B B-An opinion of counsel for Party B substantially in the form of Exhibit C to such party reasonably satisfactory in form and substance this Schedule-Upon execution of this Agreement-Yes Party B-An incumbency certificate with respect to the other partysignatory of this Agreement-Upon execution of this Agreement-Yes Party B-Documentary evidence of authority of The Bank of New York, andas Trustee, in the case to act on behalf of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the -Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoAgree-ment- Yes Part 4.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:applicable:- (a) Tax forms, documents or certificates to be delivered are:— (iare:- Party A and Party B Forms and/or documents described in Section 4(a)(iii) promptly upon of the Agreement. Upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other documents to be delivered are:— are:- Party A and Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of For each party, an incumbency certificate with respect to each signatory to this Agreement and each the Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunderDocuments. Concurrently with the Upon execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures A copy of the persons authorized to execute this Agreement which sets forth the specimen signatures annual report of each signatory to this Agreement, each Confirmation and each its Credit Support Document (if any) signing on Provider containing audited consolidated financial statements for such fiscal year certified by independent public accountants and prepared in accordance with generally accepted accounting principles consistently applied. Upon request. Yes Party A For its behalfmost recent fiscal quarter, a copy of the unaudited financial statements of its Credit Support Provider, prepared in accordance with generally accepted accounting principles consistently applied. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effectUpon request. Yes Party A and Party B An opinion (i) In the case of counsel to such party reasonably satisfactory in form Party A, a copy of the resolutions or other action of the board of directors of each of Party A and substance to the other party, and, its Credit Support Provider and (ii) in the case of Party B, opinions (x) a resolution of the board of directors certified by a secretary or assistant secretary of Party B, or (y) an /Trust Agreement or other document of Party B, pursuant to which Party B is authorized to enter into this Agreement, each Credit Support Document to which it is a party, and each Transaction from time to time entered into hereunder (the “Authorizing Resolution”). Upon execution of this Agreement. Yes Party A A guarantee of Holdings substantially in the form of Exhibit A to this Schedule. Upon execution of this Agreement No Party A An opinion of counsel to Party A substantially in the form of Exhibit C to this Schedule. Upon execution of this Agreement No Party B An opinion of counsel to Party B relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. this Agreement No Party B An executed copy Trust Agreement and other deal documents related to this Transaction. Upon execution of this Agreement Yes Party B Monthly Report At such time as each Monthly Report is delivered to the Trustee Yes Party B Certificate Report In accordance with the terms of the Trust AgreementAgreement Party B All reports that go to the Rating Agencies. Within 30 days after the date As applicable. Yes Party B Evidence of acceptance of any Process Agent designated by such party of such designation, if applicable. Upon Execution of this Agreement. No Agreement Yes Party B Each material amendment, supplement or waiver of to the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to deliver document-Form/Document/Certificate-Date by which to be delivered-Covered by Section 3(d) Representation Party B-Any form or document that may be reasonably requested, and that Party B is eligible to provide, in order to allow the requesting party to make a payment without (ior with reduced) promptly withholding Tax.-Promptly upon reasonable demand by the other party.-Yes Party A-Two accurate and completed signed copies of Internal Revenue Service Form 4224, and all other related forms (including any certificate with respect thereto) as Party B may reasonably request.- Within 30 days of the execution and delivery of this Agreement, but in no event later than the date of the first payment made by Party B to Party A in connection with the Agreement and additionally, prior to the date on which the first payment is to be made by Party B, with respect to each succeeding calendar year; and within the earlier of (i) 30 days of a change in circumstances that renders the forms previously delivered to Party B inaccurate or incomplete in any material respect or (ii) promptly upon learning the first Party B Floating Amount Payment Date which falls after a change in circumstances that renders the forms previously delivered to Party B inaccurate or incomplete in any such Form previously provided by Party A has become obsolete or incorrect.material respect.- Yes (b) Other documents to be delivered are:— : Party B Certified copy required to deliver document-Form/Document/Certificate-Date by which to be delivered-Covered by Section 3(d) Party A-Opinions of counsel for Party A substantially in the Board form of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory Exhibit A to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the Schedule-Upon execution and delivery of this Agreement. -Yes Party A and Party B Incumbency Certificate (or, if available A-An incumbency certificate with respect to the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures signatory of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the -Upon execution and delivery of this Agreement unless previously delivered and still in full force and effect. Agreement-Yes Party A and B B-An opinion of counsel for Party B substantially in the form of Exhibit B to such party reasonably satisfactory in form and substance this Schedule-Upon execution of this Agreement-Yes Party B-An incumbency certificate with respect to the other partysignatory of this Agreement-Upon execution of this Agreement-Yes Party B-Documentary evidence of authority of The Bank of New York, andas Trustee, in the case to act on behalf of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the -Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoAgreement- Yes

Agreement to Deliver Documents. For the purpose of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to deliver document- Form/Document/Certificate- Date by which to be delivered-Covered by Section 3(d) Representation Party B-Any form or document that may be reasonably requested, and that Party B is eligible to provide, in order to allow the requesting party to make a payment without (ior with reduced) promptly withholding Tax.-Promptly upon reasonable demand by the other party.-Yes Party BA-Two accurate and completed signed copies of Internal Revenue Service Form W-8ECI, all other related forms (including any certificate with respect thereto) as Party B may reasonably request, and any form or document that may be reasonably requested, and that Party A is eligible to provide, in order to allow the requesting party to make a payment without (or with reduced) withholding Tax.-Within 30 days of the execution and delivery of this Agreement, but in no event later than the date of the first payment made by Party A to Party B in connection with the Agreement and additionally, prior to the date on which the first payment is to be made by Party A, with respect to each fourth (4th) calendar year succeeding the execution of the last delivered such form; and within the earlier of (i) 30 days of a change in circumstances that renders the forms previously delivered to Party A inaccurate or incomplete in any material respect or (ii) promptly upon learning the first Fixed Rate Payer Payment Date which falls after a change in circumstances that renders the forms previously delivered to Party B inaccurate or incomplete in any such Form previously provided by Party A has become obsolete or incorrect.material respect.-Yes (b) Other documents to be delivered are:— : Party B Certified copy required to deliver document- Form/Document/Certificate- Date by which to be delivered-Covered by Section 3(d) Representation Party A-Opinions of counsel for Party A substantially in the Board form of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory Exhibit A to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the Schedule-Upon execution and delivery of this Agreement. -Yes Party A and Party B Incumbency Certificate (or, if available A-An incumbency certificate with respect to the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. or a copyof relevant pages of Party A's signature list-Upon execution of this Agreement-Yes Party A and B B-An opinion of counsel for Party B substantially in the form of Exhibit B to such party reasonably satisfactory in form and substance this Schedule-Upon execution of this Agreement-Yes Party B-An incumbency certificate with respect to the other party, and, in the case signatory of Party B, opinions of counsel relating to the Trust this Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed or a copy of the Trust Agreement. Within 30 days after relevant pages of the date authorized signatory certificate-Upon execution of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No-Yes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party A and Party B will promptly deliver to the other party (ior as directed) any form or document accurately completed and in a manner reasonably satisfactory to the other party that may be required or reasonably requested in order to allow the other party to make a payment under a Transaction without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate, promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes : Party A and Party B Incumbency Certificate (or, if available Evidence satisfactory to the current authorized signature book or equivalent authorizing documentation) specifying other party as to the names, titles, authority of its signatories to this Agreement and the Confirmation including specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalfsuch signatories. Concurrently with the Upon execution and delivery of this Agreement unless previously delivered Yes Party B A certified copy of a board resolution evidencing the capacity, power and still authority of Party B to execute, and to perform its obligations under, this Agreement and the Confirmation and any Credit Support Documents to which it is a party. Party B A certified up-to-date copy of Party B’s Memorandum and Articles of Association. Upon execution of this Agreement Upon execution of this Agreement Yes Yes Party B A duly executed original of the Credit Support Documents listed in full force and effectPart 4(f) Party B A copy of the updated Mortgages pool data. Yes Closing Date No Closing Date No Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date Credit Support Annex Upon execution No of this Agreement. No Agreement Party B Each material amendment, supplement or waiver Details of the Trust Agreement, as proposed from time Swap Collateral Accounts opened in order to time, or any other amendment or modification of the Trust Agreement receive collateral that requires the written consent of may be posted by Party A under the terms Credit Support Annex to this Agreement. Party B A legal opinion from Freshfields Bruckhaus Xxxxxxxx LLP in relation to, Closing Date No Closing Date No amongst other matters, the enforceability of the Trust obligations of the parties under this Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections Section 4(a)(i) and (iiSection 4(a)(ii) of this Agreement, Party A and Party B each party agrees agree to deliver the following documents, as applicable:: -- (a) Tax forms, documents or certificates to be delivered are:— are.- Form, Document Date by which Covered Party or Certificate to be Delivered by required to Section deliver 3(d) document Party A A complete and (i) Before the No executed U.S. first Payment Date Internal Revenue under this Service Form W-9 Agreement, (ii) (or any successor thereto), that Form, Document Date by which Covered Party or Certificate to be Delivered by required to Section deliver 3(d) document eliminates U.S. promptly upon federal backup reasonable demand withholding tax on by Party B, and payments under (iiiii) promptly this Agreement. provided by Party upon learning that any such Form previously provided by Party A has become obsolete any such Form or incorrect. previously Party B A complete and (i) Before the No executed U.S. first Payment Date Internal Revenue under this Service Form W-9 Agreement, (ii) (or any successor promptly upon thereto) and a reasonable demand complete and by Party A, and executed U.S. (iii) promptly Internal Revenue upon learning that Service Form any such Form W-8BEN, W-8IMY, previously W-8ECI or W-9 (or provided by Party any successor B has become thereto) from each obsolete or Certificateholder incorrect. (and, where applicable, such forms from the beneficial owners of such Certificates) and in any case in which the Certificateholder is eligible for the benefits of an income tax treaty with the United States, a Form W-8BEN including a claim of treaty benefits under Part II, claiming such benefits with respect to all payments received with respect to the Certificates, and with Part III marked, in each case that eliminates U.S. federal withholding tax and backup withholding on payments under this Agreement. (b) Other documents to be delivered are:— : Form, Document Date by which Covered Party or Certificate to be Delivered by required to Section deliver 3(d) document Form, Document Date by which Covered Party or Certificate to be Delivered by required to Section deliver 3(d) document Party A An opinion of Promptly after No counsel to Party A execution of this substantially in Agreement. the form of Exhibit B-1 and B-2 to this Schedule. Party A An incumbency Upon execution of Yes certificate with this Agreement. respect to the signatory of this Agreement. Party A A guarantee of Upon execution of No LBHI substantially this Agreement. in the form of Exhibit D to this Schedule. Party B Certified An opinion of Promptly after No counsel to Party B execution of this substantially in Agreement. the form of Exhibit C to this Schedule. Party B (with An incumbency Upon execution of Yes respect to the certificate with this Agreement. Trustee) respect to the signatory of this Agreement. Party B (with A certified copy Upon execution of Yes respect to the of the resolution this Agreement Trustee) or resolutions or (unless an applicable Bylaws Authorizing (the "Authorizing Resolution has Resolution") of previously been the Board of furnished by the Directors resolution (or equivalent authorizing documentationloan Trustee to Party committee of the A) and, with Trustee, certified respect to each by a secretary, or Swap Transaction an assistant not covered by a secretary of the previously furnished Trustee, pursuant to Authorizing Resolution, which sets forth the authority Trustee within five Business is authorized, on Days of each signatory the Trade Date. behalf of the Trust, to enter into this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter Swap Transaction entered into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of under this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures A certified copy Upon execution of Yes of the persons authorized Form, Document Date by which Covered Party or Certificate to execute this Agreement which sets forth the specimen signatures of each signatory be Delivered by required to this Agreement, each Confirmation and each Credit Support Document (if anySection deliver 3(d) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the document Trust Agreement and other deal documents reasonably satisfactory in form Agreement and substance to the Party A. Concurrently with the execution on and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after each amendment the date of this Agreementthereof. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other each amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. Nothereof.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:: -- (a) Tax forms, documents documents, or certificates to be delivered are:— : -- IXIS and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) promptly upon reasonable demand by Party B, and either party or (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete form or incorrect.document is required (b) Other documents to be delivered are:— Party B Certified copy of : -- IXIS and the Board of Directors resolution (or equivalent authorizing documentation) which sets forth Counterparty Any documents required by the receiving party to evidence the authority of each signatory to this Agreement and each the delivering party or its Credit Support Document (Provider, if any) signing on its behalf , for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of such the delivering party or its Credit Support Provider to enter into Transactions contemplated and performance of perform its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to under this Agreement, each such Confirmation and each and/or Credit Support Document (if any) signing on its behalf. Concurrently with Document, as the case may be Upon the execution and delivery of this Agreement unless previously delivered and still in full force such Confirmation Yes IXIS and effect. Yes Party the Counterparty A and B An opinion certificate of counsel to such party reasonably satisfactory in form and substance an authorized officer of the party, as to the other partyincumbency and authority of the respective officers of the party signing this Agreement, andany relevant Credit Support Document, in or any Confirmation, as the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with may be Upon the execution and delivery of the this Agreement and such Confirmation unless previously delivered and still in full force and effect. No Party B An executed Yes IXIS A copy of the Trust Agreement. Within 30 days most recent annual report of such party (only if available) and its Credit Support Provider, if any, containing in all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the date other party Yes Counterparty Executed copy of the Pooling and Servicing Agreement and related documents Upon the execution and delivery of this AgreementAgreement and such Confirmation No IXIS and Counterparty Opinions of counsel of each party reasonably satisfactory to the other party. No Party B Each material amendment, supplement or waiver Upon the execution and delivery of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust this Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. and such Confirmation No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this the Master Agreement, each party Party A agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly : Party Required to Deliver Date by Which Document Form/Document/Certificate to be Delivered -------------------------------------------------------------------------------- Party A and Party B Any form or document Promptly upon required or reasonably reasonable demand requested to allow the by Party Bthe other party. other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax, and (ii) promptly upon learning that any or with such Form previously provided by Party A has become obsolete deduction or incorrectwithholding at a reduced rate. (b) Other documents to be delivered are:— and covered by the Section 3(d) representation are:-- Covered by Form/Document/or Date by which to be Section 3(d) Party required to deliver Certificate delivered representation ------------------------------------------------------------------------------------------------- Party A and Party B Certified copy of the Concurrently with the Yes Board of Directors execution and delivery resolution (or of the Confirmation. equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) the Confirmation signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate Concurrently with the Yes (or, if available the execution and delivery current authorized of the Confirmation signature book or unless previously equivalent authorizing delivered and still in documentation) full force and effect. specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement the Confirmation which sets forth the specimen signatures of each signatory to this Agreement, each the Confirmation and each Credit Support Document (if any) signing on its behalf. Party A The Guaranty of Swiss Concurrently with the No Reinsurance Company execution and delivery ("Swiss Re") dated as of this Agreement unless previously delivered and still in full force and effectof the Confirmation. Yes the date hereof, issued by Swiss Re as Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, A's Credit Support Provider (in the case of form annexed hereto as Exhibit A). Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. B The PSA. Concurrently with the No execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoConfirmation.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) Upon execution of this Agreement, (ii) Internal Revenue Service Form W-9 (or promptly upon reasonable demand by Party BA, and any successor thereto) of the Grantor (iiiii) promptly upon learning that such form or Trust that eliminates U.S. federal document is required, and (iv) promptly upon backup withholding tax on payments learning that any such Form form previously provided under this Agreement, and any other by Party A B has become obsolete or incorrect. document reasonably requested by Party A to allow Party A to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate. (b) Other documents to be delivered are:— are:- Party required to Covered by Section deliver document Form/Document/Certificate Date by which to be delivered 3(d) Representation ----------------- ---------------------------------------- ------------------------------ -------------------- Party A Either (1) a signature booklet The earlier of the fifth Yes and containing secretary's certificate and Business Day after the Trade Party B Certified copy resolutions ("authorizing resolutions") Date of the Board of Directors resolution (or equivalent first Transaction authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the or upon execution and delivery of this Agreement. Yes Party A derivatives transactions of the type Agreement and Party B Incumbency Certificate as deemed contemplated by the parties or (or2) a necessary for any further secretary's certificate, if available the current authorized signature book or equivalent authorizing documentation) specifying the names. resolutions and incumbency certificate, titlesin either case, authority for such party and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each any Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery Provider of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party. Party required to Covered by Section deliver document Form/Document/Certificate Date by which to be delivered 3(d) Representation ----------------- ---------------------------------------- ------------------------------ -------------------- Party B An executed copy of the Pooling and Upon execution of this Yes Servicing Agreement ("PSA"), anddated as of Agreement. May 1, 2006, among Morgan Stanley ABS Capital I Inc., Deutsche Bank Natxxxxx Trust Company, JPMorgan Chase Bank, National Association, HomEq Servicing Corporation, Wells Fargo Bank, National Association, LaSalle Bank Xxxxonal Association, NC Capital Corporation, WMC Mortgage Corp. and Decision One Mortgage Company, LLC. Party A A duly executed copy of the Credit As soon as practicable after No and Support Document specified in Part 4 of the case execution of this Party B, opinions B this Schedule. Agreement. Party A An opinion of counsel relating to the Trust Agreement reasonably As soon as practicable after No and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No this Party B An executed copy of the Trust other party. Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 10, each party agrees to deliver the following documents, documents are to be delivered:- Party B A copy of Party B’s or as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B’s Credit Support Provider’s most recent annual report containing consolidated financial statements, prepared in accordance with accounting principles that are generally accepted for institutions of its type in the jurisdiction of its organization and (ii) promptly upon learning that certified by independent public accountants To the extent not publicly available or on [xxx.xxx] as soon as available and in any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— event within 180 days after the end of the fiscal year of Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate Evidence of (ori) the authority of Party A and Party B and as applicable, if available the current authorized signature book or equivalent authorizing documentation) specifying the namesof Party A’s and Party B’s Credit Support Provider, titles, authority and specimen signatures of the persons authorized to execute enter into this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each any Credit Support Document specified in Part 7(a) of this Schedule, (if anyii) signing the authority of persons authorised to sign this Agreement on its behalf. Concurrently with behalf of Party A and Party B and as applicable, Party A’s and Party B’s Credit Support Provider reasonably satisfactory to Party A and Party B respectively, (iii) a list of such Party’s traders authorised to enter into Transactions contemplated under this Agreement in a form reasonably satisfactory to the other Party and as may be amended from time to time; and (iv) a list of such Party’s signatories authorised to sign any Confirmation entered into hereunder Upon execution and delivery of this Agreement unless previously delivered and still in full force and effector upon reasonable request of a Party from time to time. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery A copy of the Confirmation unless previously delivered and still in full force and effect. Specification To the extent not publicly available on xxx.xxx.xx as soon as practicable following execution of the Agreement (if required) No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, Any additional information as proposed may be required from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. time Upon reasonable request No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party Bthe other party, and (ii) promptly upon learning that any such Form previously provided by Party A such party has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within Upon the later of (1) receipt by Party B or (ii) within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 4(a), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents documents, or certificates to be delivered are:— : Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iiiv) promptly upon learning that any such Form form previously provided by Party A has become obsolete or incorrect. . Party B agrees to complete (baccurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are:— : Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each A Duly executed Credit Support Document (if anyspecified in Part 4(d) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the At execution and delivery of this Agreement. Master Agreement Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, Evidence of authority and specimen signatures of with respect to the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation party’s and each its Credit Support Document Provider’s (if any) signing on its behalf. Concurrently with the signatories executing this Agreement or any Credit Support Document At execution and delivery of this Master Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Attachment 1 hereto Within 30 days after following the date execution of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Master Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a1) Tax forms, documents or certificates Documents to be delivered are:— (a) Each of Party A and Party B will, upon execution of this Agreement, deliver to the other party copies of all corporate or partnership, as the case may be, authorizations and any other documents with respect to the execution, delivery and performance of this Agreement and each Credit Support Document on its behalf. (b) Each of Party A and Party B will, upon execution of this Agreement and thereafter upon request of the other party, deliver to the other party a certificate of authority and specimen signatures of individuals executing this Agreement, any Confirmations and each Credit Support Document. (c) Each of Party A and Party B will, upon execution of this Agreement, deliver to the other party a duly executed original of the Credit Support Document specified in Part 4. (d) Party B will, upon execution of this Agreement, deliver to Party A a copy of its certificate of incorporation or registration, as applicable, limited partnership agreement or articles and memorandum of association, as applicable, prospectus or offering memorandum (and any relevant supplements thereto) from the applicable feeder fund, if produced, investment management agreement, and will thereafter promptly deliver copies of any amendments, supplements, or successors to any of the foregoing. (e) Party B will deliver to Party A: (i) as soon as available and in any event within 120 days after the end of each fiscal year of Party B, the annual audited financial statements of Party B prepared in accordance with generally accepted accounting principles in the United States of America, together with an audit report thereon issued by independent certified public accountants certified in the United States of America and of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit); (ii) within 20 days after the end of each calendar month, a monthly statement setting forth Party B’s total net assets and percentage change in total net assets (exclusive of shareholder subscriptions and redemptions); and (iii) promptly upon request, such additional information regarding the financial position or business of Party B as Party A may reasonably request, which information concerning Party B shall pertain to (a) leverage data; (b) generic portfolio composition, and (c) portfolio liquidity. (f) Party B will deliver to Party A: a valid and complete U.S. Internal Revenue Service Form W-9, Form W-8EXP, Form W-8BEN, Form W-8BEN-E and/or Form W-8ECI or applicable successor form (or, where Party B is not the beneficial owner for U.S. federal income tax purposes, from each beneficial owner of Party B together with a valid and complete Form W-8IMY (or applicable successor form), with the allocation statement required to be delivered in connection therewith, from Party B, as relevant.), (I) prior to execution of this Agreement; (II) promptly upon reasonable demand by Party B, the other party; and (iiIII) promptly upon learning that any such Form form or other document previously provided by Party A B has become obsolete or incorrect. (bg) Other documents Party A shall deliver to be delivered areParty B:— (i) After the end of each of its fiscal years, as soon as practicable after becoming publicly available and requested by Party B Certified copy if such financial statement is not available on “XXXXX” or the party’s home page on the World Wide Web, the annual report of JPMorgan Chase & Co. containing audited consolidated financial statements prepared in accordance with accounting principles that are generally accepted in such party’s country of organization and certified by independent certified public accountants for each fiscal year; (ii) After the end of each of its first three fiscal quarters as soon as practicable after becoming publicly available and requested by Party B if such financial statement is not available on “XXXXX” or the party’s home page on the World Wide Web, the unaudited consolidated financial statements of JPMorgan Chase & Co. and the consolidated balance sheet and related statements of income of JPMorgan Chase & Co. for each fiscal quarter prepared in accordance with accounting principles that are generally accepted in JPMorgan Chase & Co.’s country of organization. The documents provided by a party pursuant to Xxxx 0 (0)(x), (x), (x), (x), (x) and (g) shall be subject to the representation set forth in Section 3(d) of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver to each other party the following documents, as applicable: (a) Tax formsTAX FORMS, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: PARTY REQUIRED TO DELIVER FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED DOCUMENT Party A has become obsolete and Party B Any document or incorrectcertificate reasonably As soon as reasonably required or reasonably requested by a practicable following a party in connection with its request by a party. obligations to make a payment under this Agreement which would enable that party to make the payment free from any deduction or withholding for or on account of Tax or which would reduce the rate at which deduction or withholding for or on account of Tax is applied to that payment (including, without limitation, any United States Form W-8BEN or other relevant United States tax form). (b) Other documents to be delivered are:— OTHER DOCUMENTS TO BE DELIVERED ARE: PARTY REQUIRED TO DELIVER FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED DOCUMENT Party A, Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party Manager A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) certificate specifying the names, titles, authority On the execution of this title and specimen signatures of the Agreement and each persons authorized authorised to execute this Confirmation, unless that Agreement which sets forth the specimen signatures of and each signatory Confirmation or certificate has already been other communication in writing made supplied and remains true and pursuant to this AgreementAgreement on its in effect, and when the behalf. certificate is updated. Party A, Party B and the A legal opinion as to the validity On or prior to the Trade Manager and enforceability of its obligations Date of the first occurring under this Agreement in form and Transaction. substance (and issued by legal counsel) reasonably acceptable to each Confirmation other party. Party B A certified copy to Party A of the Not less than 5 Business Trust Deed and a certified copy to Days (or such lesser period Party A of any document that as Party A agrees to) before amends in any way the terms of the the Trade Date of the first Trust Deed. occuring Transaction and in the case of any amending documents entered into subsequent to that date, promptly after each Credit Support Document amending document (if any) signing on its behalfhas been entered into. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party B A certified copy to Party A of each Not less than 5 Business Sub-Fund Notice and B An opinion of counsel Security Days (or such lesser period Trust Deed in relation to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, a as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms agrees to) before A certified copy to Party A of the each Not less than 5 Business Days Sub-Fund Notice and Security Trust Agreement. Promptly upon learning of any proposed amendment, supplement Deed (or waiver. Nosuch lesser period as in relation to a Party A agrees to) before

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, a party and (ii) promptly upon learning that any such Form document previously provided by Party A a party has become obsolete or incorrect. (b) Other documents to be delivered are:— Party A and Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) Documentation which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An executed copy of the Indemnification and Disclosure Agreement relating to the Preliminary Prospectus Supplement or Free Writing Prospectus, if any, as applicable, and the Prospectus Supplement (each as defined in the PSA, as applicable). On the date of such Preliminary Prospectus Supplement, Free Writing Prospectus or Prospectus Supplement, as applicable. No Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement PSA and other deal documents documents, including this Agreement and the credit support annex, reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation. No Party A A copy of the guaranty provided by the Credit Support Provider, if applicable. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. Yes Party A An opinion of counsel to such party relating to the enforceability of the guaranty reasonably satisfactory in form and substance to Party B, if applicable. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust AgreementPSA and other deal documents related to this Transaction. Within 30 days after the date As soon as possible following Party B’s receipt of this Agreementsame. No Party B Each material amendment, supplement or waiver of the Trust AgreementPSA, as proposed from time to time, or any other amendment or modification of the Trust Agreement PSA that requires the written consent of Party A under the terms of the Trust AgreementPSA. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 4(a), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents documents, or certificates to be delivered are:— are set forth in (ib) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectbelow. (b) Other documents to be delivered are:— : Party A and Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Duly executed Credit Support Document (if anyDocuments specified in Part 4(d) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the At execution and delivery of this Agreement. Master Agreement Yes Party A and Party B Incumbency Certificate (orDuly executed tax forms, if available the current authorized signature book documents, or equivalent authorizing documentationcertificates referenced in Part 3(a) specifying the namesabove At execution of this Master Agreement and as otherwise provided in Part 3(a) above Yes Party A and Party B Duly executed tax forms, titles, documents or certificates referenced in Part 2 above At execution of this Master Agreement and as otherwise provided in Part 2 above Yes Party A and Party B Evidence of authority and specimen signatures of with respect to the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation party’s and each its Credit Support Document Provider’s (if any) signing on its behalf. Concurrently with the signatories executing this Agreement or any Credit Support Document At execution and delivery of this Master Agreement unless previously delivered and still in full force and effect. Yes Party A and Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of the first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case Annual Audited Consolidated Financial Statement of Party B’s Credit Support Provider certified by independent public accountants Promptly following demand by Party A, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory but in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 no event later than 120 days after the date end of this Agreement. No each fiscal year of Party B’s Credit Support Provider Yes Party B Each material amendmentQuarterly Unaudited Consolidated Financial Statement of Party B’s Credit Support Provider Promptly following demand by Party A, supplement or waiver but in no event later than 60 days after the end of each of the Trust Agreement, as proposed from time to time, or any other amendment or modification first three fiscal quarters of the Trust Agreement that requires the written consent each fiscal year of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoB’s Credit Support Provider Yes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:applicable:- (a) Tax forms, documents or certificates to be delivered are:— (iare:- Party A and Party B Forms and/or documents described in Section 4(a)(iii) promptly upon of the Agreement. Upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other documents to be delivered are:— are:- Party A and Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of For each party, an incumbency certificate with respect to each signatory to this Agreement and each the Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunderDocuments. Concurrently with the Upon execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures A copy of the persons authorized to execute this Agreement which sets forth the specimen signatures annual report of each signatory to this Agreement, each Confirmation and each its Credit Support Document (if any) signing on Provider containing audited consolidated financial statements for such fiscal year certified by independent public accountants and prepared in accordance with generally accepted accounting principles consistently applied. Upon request. Yes Party A For its behalfmost recent fiscal quarter, a copy of the unaudited financial statements of its Credit Support Provider, prepared in accordance with generally accepted accounting principles consistently applied. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effectUpon request. Yes Party A and Party B An opinion Any documents required or reasonably requested by the receiving party to evidence authority of counsel the delivering party or its Credit Support Provider, if any, to such party reasonably satisfactory in form execute and substance deliver this Agreement, any Confirmation, and any Credit Support Documents to the other which it is a party, andand to evidence the authority of the delivering party to its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be. Upon execution of this Agreement. Yes Party A A guarantee of Xxxxxx Brothers Holdings Inc. (“Holdings”) substantially in the case form of Party B, opinions of counsel relating Exhibit A to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the this Schedule. Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver Opinions of counsel to Party B substantially in the form of Exhibit B to this Schedule. Upon execution of this Agreement. No Party A An opinion of counsel to Party A and Party A’s Credit Support Provider substantially in the form of Exhibit C to this Schedule. Upon execution of this Agreement. No Party B Monthly Report At such time as each Monthly Report is delivered to the Trustee. Yes Party B Copy of any notice delivered under the Pooling and Servicing Agreement that impacts this Agreement. Upon availability. Yes Party B Executed copy of the Trust Credit Support Document specified in Part 4 to this Schedule. Upon execution of this Agreement, as proposed from time to time, or any other amendment or modification . Yes Party B Executed copy of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Swap Contract Administration Agreement. Promptly upon learning Upon execution of any proposed amendment, supplement or waiverthis Agreement. NoYes

Agreement to Deliver Documents. (a) For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following tax forms, documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party A An original properly completed and executed United States Internal Revenue Service Form W-9 (or any successor thereto) with respect to any payments received or to be received by Party A that eliminates U.S. federal withholding and backup withholding Tax on payments to Party A under this Agreement. (i) upon execution of this Agreement, (ii) on or before the first payment date under this Agreement, including any Credit Support Document, (iii) promptly upon the reasonable demand by Party B, (iv) prior to the expiration or obsolescence of any previously delivered form, and (v) promptly upon the information on any such previously delivered form becoming inaccurate or incorrect. (i) On or before the first payment date under this Agreement, including any Credit Support Document, (ii) in the case of a tax certification form other than a Form W-9, before December 31 of each third succeeding calendar year, (iii)promptly upon the reasonable demand by Party B, (iv) prior to the expiration or obsolescence of any previously delivered form, and (v) promptly upon learning that the receipt of actual knowledge by the Trustee information on any such Form previously provided by Party A has become obsolete delivered form becoming inaccurate or incorrect. (b) Other For the purpose of Section 4(a)(ii), other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes : Party A and Party B Incumbency Certificate (orAny documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if available any, for it to execute and deliver the current authorized signature book or equivalent authorizing documentation) specifying Agreement, this Confirmation, and any Credit Support Documents to which it is a party, and to evidence the names, titles, authority and specimen signatures of the persons authorized delivering party or its Credit Support Provider to execute this Agreement which sets forth perform its obligations under the specimen signatures of each signatory to this Agreement, each this Confirmation and each any Credit Support Document (if any) signing on its behalf. Concurrently with Document, as the case may be Upon the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing the Agreement, this Confirmation, and any relevant Credit Support Document, as the case may be Upon the execution and delivery of this Agreement Yes Party A Annual Report of Party A containing consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which Party A is organized Upon request by Party B Yes Party A Quarterly Financial Statements of Party A containing unaudited, consolidated financial statements of Party A’s fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which Party A is organized Upon request by Party B Yes Party A and Party B An opinion of counsel to of such party regarding the enforceability of this Agreement in a form reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with . Upon the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. this Agreement No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Pooling and Servicing Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning filing of any proposed amendment, supplement or waiver. such agreement with the U.S. Securities and Exchange Commission No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this the Master Agreement, each party agrees Party A and Party B agree to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:—: Party A Any form or document required or reasonably requested to allow the other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. Promptly upon reasonable demand by the other party. (i) Upon the execution and delivery of this Confirmation, (ii) any time when the document last delivered becomes incorrect or out-of-date and (iii) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other documents to be delivered are:— Party B Certified copy of and covered by the Board of Directors resolution (or equivalent authorizing documentationSection 3(d) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes representation are:-- Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement the Confirmation which sets forth the specimen signatures of each signatory to this Agreement, each the Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. Yes Party B The Pooling and Servicing Agreement Concurrently with the execution and delivery of the Confirmation. No Party A and Party B An executed copy Legal opinion[s] with respect to such party and its Credit Support Provider, if any, for it, reasonably satisfactory in form and substance to the other party relating to the enforceability of the Trust Agreement. Within 30 days after the date of party’s obligation under this Agreement. No Party B Each material amendment, supplement or waiver Upon the execution and delivery of the Trust Agreement, as proposed from time to time, or this Agreement and any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. Confirmation No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party B Any document required or reasonably requested to allow Party A to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate. Promptly after the earlier of (i) promptly upon reasonable demand by Party B, and A or (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete form or incorrectdocument is required. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes are:- Party A and Party B Incumbency Certificate Either (or, if available 1) a signature booklet containing secretary’s certificate and resolutions (“authorizing resolutions”) authorizing the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures party to enter into derivatives transactions of the persons authorized to execute this Agreement which sets forth type contemplated by the specimen signatures of each signatory to this Agreementparties or (2) a secretary’s certificate, each Confirmation authorizing resolutions and each incumbency certificate, in either case, for such party and any Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery Provider of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party. The earlier of the fifth Business Day after the Trade Date of the first Transaction or upon execution of this Agreement and as deemed necessary for any further documentation. Yes Party B An executed copy of the Pooling and Servicing Agreement (“PSA”), anddated as of April 1, 2006, among Xxxxxx Xxxxxxx ABS Capital I Inc., Xxxxx Fargo Bank, Homeq Servicing Corporation, National Association, Deutsche Bank National Trust Company and NC Capital Corporation. Upon execution of this Agreement. Yes Party A and Party B A duly executed copy of the Credit Support Document specified in Part 4 of this Schedule. As soon as practicable after the case execution of this Agreement. No Party B, opinions A and Party B An opinion of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with other party. As soon as practicable after the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent Taxpayer Identification Number of Party A under the terms B as required by Part I of the Trust Agreement. Promptly upon learning United States Internal Revenue Service Form W-9 Upon execution of any proposed amendment, supplement or waiver. Nothis Agreement Yes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each Each party agrees to deliver the following documents, documents as applicable:applicable:- (a) Tax For the purpose of Section 4(a)(i), tax forms, documents or certificates to be delivered are:— are:- Party required Form/Document/ Date by which to deliver Certificate to be document delivered Party A U.S. Internal (i) Before Revenue the first Service Form Payment Date W-8IMY or any under this successor Agreement, forms thereto such form to be updated at the beginning of each succeeding three-calendar-year period after the first payment date under this Agreement, (ii) promptly upon reasonable demand by Party B, and (iiiii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other For the purpose of Section 4(a)(ii), other documents to be delivered are:— are:- Party required Form/Document/ Date by which Covered by to deliver Certificate to be Section 3(d) document delivered Representation Party A and Evidence Upon Yes Party B Certified reasonably execution satisfactory this to the other Agreement party as to and, if the names, requested, true upon signatures execution of and authority any of the Confirmation officers or officials signing this Agreement or any Confirmation on its behalf Party A A copy of the Board Upon request, Yes annual report as soon as for such publicly party available containing audited or certified financial statements for the most recently ended financial year Party A An opinion of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory Upon No counsel to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority execution of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other partyparty covering the enforceability of this Agreement against such party Party B All opinions Upon No of counsel to execution of Party B and this Agreement counsel to the Servicer, anddelivered as of the Closing Date Party B Executed Upon No copies of the execution of Pooling and this Servicing Agreement. Agreement and such other documents as requested by Party A. Party B Monthly At such times Yes Statements, as such as set forth Monthly in Section Statements 4.05 of the are required Pooling and to be Servicing delivered to Agreement the Trustee pursuant to the Pooling and Servicing Agreement Party B Such other Upon request No information in connection with the Certificates or the Pooling and Servicing Agreement in the case possession of Party B as Party A may reasonably request. Party B Any and all Each (i) the No proposed and date of executed distribution amendments to to the the Pooling Certificates and Servicing or (ii) the Agreement. date of execution by Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. Noapplicable.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (iiSection 4(a) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates — Party required to deliver document Form/Document/Certificate Date by which to be delivered are:— Delivered Covered by Section 3(d) Party A An opinion of counsel to Party A in form and substance reasonably acceptable to Party A and Prior to the execution of this Agreement and, with respect to each Transaction, prior to the execution of such Transaction. No Party required to deliver document Form/Document/Certificate Date by which to be Delivered Covered by Section 3(d) Party B. Party B An opinion of counsel to Party B in form and substance reasonably acceptable to Party A and Party B. Prior to the execution of this Agreement and, with respect to each Transaction, prior to the execution of such Transaction. No Party B Evidence reasonably satisfactory to Party A of the (i) promptly upon reasonable demand by authority of Party B, B to enter into the Agreement and any Transactions and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— the authority and genuine signature of the individual signing the Agreement on behalf of Party B Certified to execute the same. Prior to the execution of this Agreement and, with respect to each Transaction, prior to the execution of such Transaction. Yes Party B A certified copy of the Board of Directors resolution or resolutions (or the equivalent authorizing documentationthereof) of the governing body of Party B, certified by an appropriate official of Party B, pursuant to which sets forth the authority of each signatory Party B is authorized to enter into this Agreement and each Credit Support Document (if any) signing on its behalf and Transaction. Prior to the authority execution of this Agreement and, with respect to each Transaction, prior to the execution of such party to enter into Transactions contemplated Transaction. Yes Party B Consolidated and performance consolidating balance sheet and income statements – quarterly (unaudited) and annually (audited). Quarterlies shall be delivered within sixty (60) days of its obligations hereunder. Concurrently with the execution end of each fiscal quarter and delivery annuals shall be delivered within ninety (90) days of this Agreementthe end of each fiscal year. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures Duly executed copies of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalfwith respect to such party. Concurrently with the Upon execution and delivery of this Agreement unless previously delivered and still in full force and effectAgreement. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust AgreementCovered Indenture. Within 30 days after Prior to the date execution of this Agreement. No Yes Party B Each material Copy of any proposed or executed amendment, supplement At least ten (10) Local Business Days prior to the Yes Party required to deliver document Form/Document/Certificate Date by which to be Delivered Covered by Section 3(d) supplement, modification or waiver of the Trust AgreementCovered Indenture. proposed date of execution or adoption thereof. Party B Evidence of the execution and delivery of (i) the U.S. Bank Assessment and Agreement for Swap Transactions, as proposed from time to time(ii) either the Institutional Suitability Annex or the Suitability Questionnaire, or and (iii) the Standing End-User Clearing Exception Certification and Annex (collectively, the “Xxxx- Xxxxx Documents”) and any other amendment or modification of the Trust Agreement that requires the written consent of documentation reasonably required by Party A under to comply with applicable regulatory requirements. Prior to the terms execution of the Trust this Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoYes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver to each other party the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand : Party required to deliver Form/Document/Certificate Date by which to be delivered document Party A, Party B, and the Any document or certificate On the earlier of (iia) promptly upon Standby Swap Provider reasonably required or reasonably learning that such document requested by a party in connection or certificate is required with its obligations to make a and (b) as soon as reasonably payment under this Agreement practicable following a which would enable that party to request by a party. make the payment free from any such deduction or withholding for or on account of Tax or which would reduce the rate at which deduction or withholding for or on account of Tax is applied to that payment (including, without limitation, in the case of Party B, a duly executed and completed United States Internal Revenue Form previously provided W-8 BEN and W-8EC1 (or any successor thereto) as requested by Party A has become obsolete or incorrect.with respect to any payments received by Party B. (b) Other documents to be delivered are:— : Party B Certified copy required to deliver Form/Document/Certificate Date by which to be delivered document Party A, Party B, the A certificate specifying the names, On the execution of this Standby Swap Provider title and specimen Agreement and each Confirmation and the Manager signatures of the Board of Directors resolution (persons unless that certificate has authorised to execute this already been supplied and remains Agreement and each Confirmation true and in effect and when the or equivalent authorizing documentation) which sets forth the authority of each signatory other communication in certificate is updated. writing made pursuant to this Agreement on its behalf. Party A, Party B, the A legal opinion as to the Prior to the Closing Date. Standby Swap Provider validity and enforceability of and the Manager its obligations under this Agreement in form and substance (and issued by legal counsel) reasonably acceptable to each other party. Party B A certified copy to Party A of Not less than 5 Business Days (or each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes lesser period as Party A specified in respect of Party agrees to) before the Trade Date B and (without limiting any of the first occurring obligation Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority may have Transaction and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of that Credit any proposed amendment, supplement or waiver. Noamending documents Support Document to notify Party

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party A and Party B shall promptly deliver to the other party (ior as directed) any form or document accurately completed and in a manner reasonably satisfactory to the other party that may be required or reasonably requested in order to allow the other party to make a payment under a Transaction without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate, promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other documents to be delivered are:— : Party A and Party B Certified copy Evidence of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to the signatories of this Agreement and each Credit Support Document (if any) signing on its behalf and the authority including specimen signatures of such party to enter into Transactions contemplated and performance of its obligations hereundersignatories. Concurrently with the Upon execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel addressed to such party reasonably satisfactory Party B in form and substance reasonably acceptable to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the B. Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver An opinion of Party B’s counsel addressed to Party A in form and substance reasonably acceptable to Party A. Upon execution of this Agreement. No Party B A duly executed certificate of the Trust secretary or assistant secretary of the Owner Trustee of Party B certifying the name and true signature of each person authorized to Upon execution of this Agreement. Yes execute this Agreement and enter into Transactions for Party B. Party B Copies of executed Indenture and Sale and Servicing Agreement. Upon execution of such Agreements Yes Party A Financial data relating to Party A, as required pursuant to Part 5(t) of this Schedule. As required pursuant to Part 5(t) of this Schedule. Yes Party A Executed Indemnification and Disclosure Agreement, as proposed from time among Party A, VW Credit, Inc. and Volkswagen Auto Lease/Loan Underwritten Funding, LLC, relating to time, Party A’s furnished information for use in the Prospectus and other matters. Upon or any other amendment or modification prior to execution of the Trust this Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoYes

Agreement to Deliver Documents. (a) For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following tax forms, documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i: Party A and Party B Forms and/or documents described in Section 4(a)(iii) promptly upon of the Agreement. Upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other For the purpose of Section 4(a)(ii), other documents to be delivered are:— : Party A and Party B Certified copy of Any documents required by the Board of Directors resolution (or equivalent authorizing documentation) which sets forth receiving party to evidence the authority of each signatory to this Agreement and each the delivering party or its Credit Support Document (Provider, if any) signing on its behalf , for it to execute and deliver the Agreement, this Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of such the delivering party or its Credit Support Provider to enter into Transactions contemplated and performance of perform its obligations hereunderunder the Agreement, this Confirmation and any Credit Support Document, as the case may be. Concurrently with Upon the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current A certificate of an authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures officer of the persons authorized party, as to execute this Agreement which sets forth the specimen signatures incumbency and authority of each signatory to this the respective officers of the party signing the Agreement, each Confirmation this Confirmation, and each any relevant Credit Support Document (if any) signing on its behalfDocument, as the case may be. Concurrently with Upon the execution and delivery of this Agreement unless previously delivered and still in full force and effectAgreement. Yes Party A Annual Report of Party A’s Credit Support Provider containing consolidated financial statements certified by independent certified public accountants and B prepared in accordance with generally accepted accounting principles in the country in which Party A’s Credit Support Provider is organized. Promptly upon becoming publicly available. Yes Party A Quarterly Financial Statements of Party A’s Credit Support Provider containing unaudited, consolidated financial statements of Party A’s fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which Party A’s Credit Support Provider is organized. Promptly upon becoming publicly available. Yes Party A An opinion of counsel to such party reasonably satisfactory in form Party A and substance to the other party, and, Party A’s Credit Support Provider substantially in the case form of Party B, opinions of counsel relating Exhibit B to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with this Schedule. Upon the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver Opinion(s) of counsel to Party B related to the Trust Pooling and Servicing Agreement and other deal documents in the form reasonably acceptable to Party A. Upon the execution and delivery of this Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of . No Party A A guarantee of Xxxxxx Brothers Holding Inc. substantially in the form of Exhibit A to this Schedule. Upon the execution and delivery of this Agreement. No Party B Monthly Report. At such time as each Monthly Report is delivered to Party B. No Party B Copy of any notice delivered to or by Party B under the terms of the Trust Pooling and Servicing Agreement. Promptly upon learning of any proposed amendment, supplement or waiveravailability. No Party B Pooling and Servicing Agreement. Promptly upon execution in final form. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (iiSection 4(a) of this the ISDA Master Agreement, each party agrees to deliver the following documents, as applicable: (ai) Tax forms, documents documents, or certificates to be delivered are:— : PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO DELIVER DOCUMENT CERTIFICATE BE DELIVERED ----------------- -------------- ---------------- Bear Xxxxxxx An original properly (i) upon execution of this completed and executed Agreement, (ii) on or before the United States Internal first payment date under this Revenue Service Form W-9 Agreement, including any Credit (or any successor Support Document, (iii) promptly thereto) with respect to upon the reasonable demand by Party Bany payments received or Counterparty, (iv) prior to the to be received by Bear expiration or obsolescence of any Xxxxxxx, that eliminates previously delivered form, and U.S. federal withholding (v) promptly upon the information and backup withholding on any such previously delivered Tax on payments to Bear form becoming inaccurate or Xxxxxxx under this incorrect. Agreement. Counterparty An original properly (i) upon execution of this completed and executed Agreement, (ii) on or before the United States Internal first payment date under this Revenue Service Form W-9 Agreement, including any Credit (or any successor Support Document, (iii) promptly thereto) with respect to upon the reasonable demand by any payments received or Bear Xxxxxxx, (iv) prior to the to be received by expiration or obsolescence of any Counterparty. previously delivered form, and (iiv) promptly upon learning that the information on any such Form previously provided by Party A has become obsolete delivered form becoming inaccurate or incorrect. (bii) Other documents to be delivered are:— Party B Certified copy of : COVERED BY PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH SECTION 3(D) DELIVER DOCUMENT CERTIFICATE TO BE DELIVERED REPRESENTATION ----------------- -------------- --------------- -------------- Bear Xxxxxxx and Any documents required by Upon the Board of Directors resolution (or equivalent authorizing documentation) which sets forth Yes the Counterparty the receiving party to execution and evidence the authority of each signatory to delivery of the delivering party or this Agreement and each its Credit Support Document (and such Provider, if any) signing on its behalf , for it Confirmation to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of such the delivering party or its Credit COVERED BY PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH SECTION 3(D) DELIVER DOCUMENT CERTIFICATE TO BE DELIVERED REPRESENTATION ----------------- -------------- --------------- -------------- Support Provider to enter into Transactions contemplated and performance of perform its obligations hereunder. Concurrently with under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Bear Xxxxxxx and A certificate of an Upon the Yes the Counterparty authorized officer of the execution and party, as to the delivery of incumbency and authority this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures Agreement of the persons authorized to execute this Agreement which sets forth respective and such officers of the specimen signatures of each signatory to party Confirmation signing this Agreement, each Confirmation and each any relevant Credit Support Document (if any) signing on its behalf. Concurrently with Document, or any Confirmation, as the execution case may be Bear Xxxxxxx and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to of Upon the No the Counterparty such party regarding the execution and enforceability of this delivery of Agreement in a form this Agreement reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B Counterparty An executed copy of the Trust Agreement. Within 30 days No Pooling and Servicing after receipt Agreement of such agreement by the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoCounterparty

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:: -- (a) Tax forms, documents documents, or certificates to be delivered are:— : -- IXIS and the Counterparty Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate Promptly after the earlier of (i) promptly upon reasonable demand by Party B, and either party or (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete form or incorrect.document is required (b) Other documents to be delivered are:— Party B Certified copy of : -- IXIS and the Board of Directors resolution (or equivalent authorizing documentation) which sets forth Counterparty Any documents required by the receiving party to evidence the authority of each signatory to this Agreement and each the delivering party or its Credit Support Document (Provider, if any) signing on its behalf , for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of such the delivering party or its Credit Support Provider to enter into Transactions contemplated and performance of perform its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to under this Agreement, each such Confirmation and each and/or Credit Support Document (if any) signing on its behalf. Concurrently with Document, as the case may be Upon the execution and delivery of this Agreement unless previously delivered and still in full force such Confirmation Yes IXIS and effect. Yes Party the Counterparty A and B An opinion certificate of counsel to such party reasonably satisfactory in form and substance an authorized officer of the party, as to the other partyincumbency and authority of the respective officers of the party signing this Agreement, andany relevant Credit Support Document, in or any Confirmation, as the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with may be Upon the execution and delivery of this Agreement and such Confirmation Yes IXIS A copy of the Confirmation unless previously delivered most recent annual report of such party (only if available) and still its Credit Support Provider, if any, containing in full force all cases audited consolidated financial statements for each fiscal year certified by independent certified public accountants and effect. No Party B prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes Counterparty An executed copy of the Trust Agreement. Within 30 days after Pooling and Servicing Agreement and related enforceability opinions Upon the date execution and delivery of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. and such Confirmation No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) Upon execution of this Agreement, (ii) Internal Revenue Service Form W-9 (or promptly upon reasonable demand by Party BA, and any successor thereto) of the Grantor (iiiii) promptly upon learning that such form or Trust that eliminates U.S. federal document is required, and (iv) promptly upon backup withholding tax on payments learning that any such Form form previously provided under this Agreement, and any other by Party A B has become obsolete or incorrect. document reasonably requested by Party A to allow Party A to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate. (b) Other documents to be delivered are:— are:- Covered by Party required to Section 3(d) deliver document Form/Document/Certificate Date by which to be delivered Representation ----------------- --------------------------------------- ----------------------------------------------- -------------- Party A Either (1) a signature booklet The earlier of the fifth Yes and containing secretary's certificate and Business Day after the Trade Party B Certified copy resolutions ("authorizing resolutions") Date of the Board of Directors resolution (or equivalent first authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book Transaction or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures upon derivatives transactions of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the type execution and delivery of this Agreement unless previously delivered contemplated by the parties or (2) a and still as deemed necessary for secretary's certificate, authorizing any further documentation. resolutions and incumbency certificate, in full force either case, for such party and effect. Yes Party A and B An opinion any Credit Support Provider of counsel to such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Yes Servicing Agreement ("PSA"), anddated as Agreement. of September 1, 2006, among Morgan Stanley ABS Capital I Inc., as Depositor, Deutschx Xxxx National Trust Company, as Trustee, Wells Fargo Bank, National Association, as Servicxx, Countrywide Home Loans Servicing LP, as Servicer, New Century Mortgage Corporation, as an interim servicer, LaSalle Bank National Association, Wells Fargo Bank, National Association, and Deutsxxx Xank National Trust Company, as Custodians,and NC Capital Corporation, WMC Mortgage Corp. and Decision One Mortgage Company, LLC, as Responsible Parties. Party A A duly executed copy of the Credit As soon as practicable after No and Support Document specified in Part 4 of the case execution of this Party B, opinions B this Schedule. Agreement. Party A and An opinion of counsel relating to the Trust Agreement and other deal documents reasonably As soon as practicable after No Party B satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this the other party. Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (iiSection 4(a) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) I. Tax forms, documents or certificates to be delivered are:— (i) Party A A correct, complete and duly executed U.S. IRS Form W-9, IRS Form W-8BEN, IRS Form W-8ECI, IRS Form W-8EXP and/or IRS Form W-8IMY (or successor thereto), that eliminates U.S. federal withholding and backup withholding Tax on payments to Party A under this Agreement. Promptly upon execution of this Agreement; Party B Tax forms relating to the beneficial owner of payments to Party B under this Agreement from time to time. Promptly upon execution of this Agreement any such forms will be applied for and delivered promptly upon reasonable demand by Party Breceipt, but in any event prior to the first Payment Date, and (ii) promptly thereafter, upon learning that any such Form previously provided by Party A has become obsolete or incorrect.delivered forms becoming obsolete; (b) II. Other documents to be delivered are:— : Party required to deliver document Form/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Party A and Party B Certified copy of Any documents required by the Board of Directors resolution (or equivalent authorizing documentation) which sets forth receiving party to evidence the authority of each signatory to this Agreement and each the delivering party or its Credit Support Document (Provider, if any) signing on its behalf , for it to execute and the authority of such party deliver, and to enter into Transactions contemplated and performance of perform its obligations hereunderunder the Agreement, this Confirmation, and any Credit Support Documents to which it is a party. Concurrently with Upon the execution and delivery of this Agreement. , or in the case of Party B, promptly upon receipt Yes Party A and Party B Incumbency Certificate (or, if available and authority certificate authorizing the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures officers of the persons authorized to execute this Agreement which sets forth party signing the specimen signatures of each signatory to this Agreement, each Confirmation this Confirmation, and each any relevant Credit Support Document (if any) signing on its behalf. Concurrently with Document, as the case may be Upon the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with A Upon the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to Form/Document/Certificate Date by which to be delivered deliver information Party A and Any document or certificate On the earlier of (ia) promptly upon reasonable demand by as Party B, and (ii) promptly upon learning that any such Form previously provided B reasonably required or soon as reasonably practical reasonably requested by Party A has become obsolete following learning that such or incorrect.Party B in connection with document or certificate is its obligations to make a required and (b) as soon as payment under this Agreement reasonably practicable which would enable that party following a request by the to make the payment free from other party. any deduction or withholding for or on account of Tax or as would reduce the rate at which deduction or withholding for or on account of Tax is applied to that payment (including, without limitation, any United States Form W-8BEN of other relevant United States tax form (b) Other documents to be delivered are:— : Party required Form/Document/Certificate Date by which to be Covered by to deliver document delivered Section 3(d) Representation Party A and A list of authorised On execution of this Yes Party B Certified copy signatories for the party Agreement or any and, if so requested by relevant Confirmation the other party, evidence and when the list is satisfactory in form and updated. substance to the other party of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures authorised signatories of the persons authorized party to execute this Agreement which sets forth and any Confirmation on behalf of the specimen signatures party. Global Trust A list of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the Authorised On execution and delivery of this No Manager Persons for the Global Agreement unless previously delivered and still in full force and effectas soon Trust Manager. Yes as reasonably practicable following a request by Party A or Party B. Party required Form/Document/Certificate Date by which to be Covered by to deliver document delivered Section 3(d) Representation Party A, Party A legal opinion as to the At any time prior to Yes B and B An opinion the validity and the first Issue Date. Global Trust enforceability of counsel to such party reasonably satisfactory that Manager party's obligations under this Agreement in form and substance (and issued by legal counsel) reasonably acceptable to the each other party. Global Trust A copy (certified by an In the case of each Yes Manager (to be Authorised Person of the Credit Support delivered to Global Trust Manager to be Document, within 5 Party A) a true and complete copy) Business Days (or of each Credit Support such period as Party Document in respect of A agrees to) of Party B and (without execution of this limiting any obligation Agreement (provided Party B may have under the that it must be terms of that Credit received by the first Support Document to notify Issue Date) and, in Party A of amendments) a the case of an copy (certified by an amending document, Authorised Person of the within 5 Business Global Trust Manager to be Days (or such other a true and complete copy) period as Party B, opinions A of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory any document that agrees to) of amends in form and substance to the Party A. Concurrently with any way the execution and delivery of the Confirmation unless previously delivered and still in full force and effectterms of any Credit amending document. No Party B An executed copy Support Document. Global Trust A copy, certified by an Within 5 Business Yes Manager (to be Authorised Person of the Days of execution of delivered to Global Trust Agreement. Within 30 days after the date Manager, of this Agreement, Party A) the Master Trust Deed, provided that they Supplemental Deed, Class A must be delivered by Conditions, Definitions the first Issue Date. No Party B Each material amendment, supplement or waiver of the Schedule and Note Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoDeed.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates . Documents to be delivered are:— (i) promptly upon reasonable demand are:- Party required to deliver document Form/Document/Certificate Date by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents which to be delivered are:— Covered by Section 3(d) Representation Party A & B Signing Authority being evidence of authority, incumbency and specimen signature of each person executing any document on its behalf in connection with this Agreement. On the signing of this Agreement and, if requested, any Confirmation Yes Party B A most recent copy of the Party's Annual Report and Accounts. On demand in respect of those which became publicly available prior to the date of this Agreement and, in respect of statements not publicly available at the date of this Agreement, as soon as possible and, in any event, in each case within one hundred and eighty days of the end of the financial year to which they relate Yes Party B Certified copy Resolution of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to approving this Agreement and each Credit Support Document the arrangements contemplated herein. On the signing of this Agreement Yes Party B The power of attorney (if any) of Party B under which this Agreement and/or any Confirmation is to be executed on behalf of Party B. On the signing of this Agreement Yes Party B A copy of the Articles of Incorporation and By-laws and Certificate of Incorporation (or equivalent constitutional documents) of Party B. On the signing of this Agreement Yes Party B Copies of any statutory and/or regulatory consents, approvals and authorisations necessary for Party B to enter into and perform this Agreement and the Transactions contemplated by this Agreement. On the signing of this Agreement Yes Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party B The Credit Support Document(s) referred to in Part 4(f) of the Schedule to this Agreement duly executed by the parties thereto. On the signing of this Agreement Yes Party B Such legal opinions in form and substance satisfactory to Party A as Party A may require. Party B Confirmation in form and substance satisfactory to Party A that all conditions precedent to the Loan Facility have been satisfied On the signing of this Agreement Yes Party B A copy of the written acceptance by Party B's Process Agent of its appointment to receive for Party B and on its behalf and the authority service of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of process in any Proceedings under this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentationAny copy documents to be provided under Sections 4(a)(i) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if anyand/or 4(a)(ii) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered by Party B or any Credit Support Provider of Party B shall be certified by a director or officer of Party B or by a director or officer of the relevant Credit Support Provider, as the case may be, as being true, complete, accurate and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after effect at the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party Required To Deliver Document Form / Document/ Certificate Date By Which To Be Delivered Party A and Party B Tax forms that may reasonably be required by Party A or Party B, as applicable (i) Upon execution and delivery of this Agreement; (ii) promptly upon reasonable demand by Party A or Party B, as applicable; and (iii) promptly upon learning that any Form W-8 or Form W-9, as applicable, (or any successor thereto) has become obsolete or incorrect Party A Form W8-IMY (i) Upon execution and delivery of the Form Master Agreement; (ii) promptly upon reasonable demand by Party B, ; and (iiiii) promptly upon learning that any such Form previously provided by Party A W-8 or Form W-9, as applicable, (or any successor thereto) has become obsolete or incorrect. (b) Other documents to be delivered are:— : Party A & B Certified copy Incumbency Certificate or other evidence of the Board signing authority. Upon execution of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (and, if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreementrequested, any Confirmation. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effectaudited annual report As soon as possible after request. Yes Party A Authorizing resolution of managing board (e.g., Certified Board of Directors Resolution) approving each type of Transaction contemplated hereunder and the arrangements contemplated herein. Upon execution of this Agreement and, if requested, any Confirmation. Yes Party B An Copies of all statements delivered to the Holders of the Auction Notes under the Sale and Servicing Agreement. On each Payment Date (as such term is defined in the Sale and Servicing Agreement). Yes Party B Executed copy of the Sale and Servicing Agreement and Indenture. Upon execution thereof. Yes Party A A written opinion of counsel to such party Party A as to the enforceability of this Agreement that is reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the B. Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party A & B Each material amendmentSuch party’s Credit Support Documents, supplement or waiver if any. Upon execution of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust this Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoYes

Agreement to Deliver Documents. (a) For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following tax forms, documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by : Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution A correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereundersuccessor thereto). Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with Upon the execution and delivery of this Agreement unless Party B An Internal Revenue Service Form W-9 as applicable or any successor form, accurately completed and in a manner reasonably satisfactory to Party A, and will deliver any other tax forms relating to the beneficial owner of payments to Party B under this Agreement from time to time. Upon the execution and delivery of this Agreement or soon thereafter, or upon any form previously provided becoming obsolete (b) For the purpose of Section 4(a)(ii), other documents to be delivered are: Party A and still in full force Party B Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and effect. deliver the Agreement, this Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under the Agreement, this Confirmation and any Credit Support Document, as the case may be Upon the execution and delivery of this Agreement Yes Party A and Party B A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing the Agreement, this Confirmation, and any relevant Credit Support Document, as the case may be Upon the execution and delivery of this Agreement Yes Party A A copy of the annual balance sheet of Party A for the most recently completed fiscal year and publicly available in its regulatory call report Promptly upon becoming publicly available; provided, if available on xxxx://xxx.xxxx.xxx, such delivery is not required No Party A An opinion of counsel to Party A reasonably acceptable to Party B. Upon the execution and delivery of this Agreement No Party B An opinion of counsel to such party reasonably satisfactory in form and substance Party B as to the other party, and, in the case enforceability of Party B, opinions of counsel relating this Confirmation reasonably acceptable to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with Upon the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 4(a), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents documents, or certificates to be delivered are:— : Party A agrees to complete, execute, and deliver to Party B, United States Internal Revenue Service Form W-9 or any successor of such form: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party B, ; and (iiiii) promptly upon learning that any such Form forms previously provided by Party A has become obsolete or incorrect. Party B agrees to complete, execute, and deliver to Party A, United States Internal Revenue Service Form W-9 or any successor of such forms: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party A; and (iii) promptly upon learning that any such forms previously provided by Party B has become obsolete or incorrect. (b) Other documents to be delivered are:— : Covered by Party B Certified required to Form/Document/ Date by which Section 3(d) deliver document Certificate to be delivered Representation ----------------- --------------------- --------------- -------------- Party A Power of At execution of Yes Attorney this Agreement with respect to Party A Party A Support Agreement At execution of Yes dated as of October this Agreement 8, 1993 among Party A, Mitsui Marine and Fire Insurance Co., Ltd. ("Mitsui Marine"), and The Goldman Sachs Group, Inc. ("Goldman Xxxxp") (xhe "Support Agreement") accompanied by a certificate of an authorized officer of Party A, certifying that it is a true, complete and correct copy of the Board original Support Agreement Party A Guaranty dated as of Directors resolution At execution of Yes December 20, 2000 this Agreement between Mitsui Marine and Goldman Sachs Group (the "Guaranty"), xxcxxxxxied by a certificate certifying that it is a true, complete and correct copy of the original Guaranty Party A Most recently prepared As soon as Yes annual balance sheet of possible Party A following request of Party B Party A Legal opinions with At execution of No respect to Party A this Agreement Party B Incumbency certificate At execution of Yes or equivalent authorizing documentation) which sets forth other documents this Agreement evidencing the authority authority, incumbency and specimen signature of each signatory to person executing this Agreement and each Agreement, any Credit Support Document (if any) signing on its behalf and or any Confirmation, as the authority of such party to enter into Transactions contemplated and performance of its obligations hereundercase may be. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if Servicer Remittance Promptly upon Yes Reports becoming available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures Party B Legal opinion with At execution of the persons authorized No respect to execute Party B this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days No Pooling and Servicing after the date Agreement dated as of of this Agreement December 1, 2006, (the "Pooling and Servicing Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement") among GS Mortgage Securities Corp., as proposed from time to timedepositor, or any other amendment or modification of the Fremont Investment & Loan, as servicer and responsible party, Wells Fargo Bank, National Associxxxxx, as master servicer and securities administrator, and Deutsche Bank National Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendmentCompany, supplement or waiver. Noas trustee.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver to each other party the following documents, as applicable: (a) Tax formsTAX FORMS, documents DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED Party A and Party B Any document or certificates to be delivered are:— certificate reasonably On the earlier of (ia) promptly upon reasonable demand learning that required or reasonably requested by Party B, a such document or certificate is party in connection with its required and (iib) promptly upon learning as soon as obligations to make a payment under reasonably practicable following a this Agreement which would enable that request by a party. party to make the payment free from any such Form previously provided by Party A has become obsolete deduction or incorrectwithholding for or on account of Tax or which would reduce the rate at which deduction or withholding for or on account of Tax is applied to that payment (including, without limitation, any United States form W-8BEN or other relevant United States tax form). (b) Other documents to be delivered are:— OTHER DOCUMENTS TO BE DELIVERED ARE: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED Party A, Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) certificate specifying the names, titles, authority On the execution of this Agreement Manager title and specimen signatures of the and each Confirmation unless that persons authorized authorised to execute this certificate has already been Agreement which sets forth and each Confirmation or supplied and remains true and in other communication in writing made effect and when the specimen signatures certificate is pursuant to this Agreement on its updated. behalf. Party A, Party B and the A legal opinion as to the validity and Prior to the Closing Date. Manager enforceability of its obligations under this Agreement in form and substance (and issued by legal counsel) reasonably acceptable to each other party. Party B A certified copy to Party A of each signatory Not less than 5 Business Days (or Credit Support Document specified in such lesser period as Party A respect of Party B and (without agrees to) before the Trade Date of limiting any obligation Party B may the first occurring Transaction and have under the terms of that Credit in the case of any amending Support Document to this Agreementnotify Party A of documents entered into subsequent amendments thereto) a certified copy to that date, promptly after each Confirmation and each to Party A of any document that amends amending document (if any) has been in any way the terms of that Credit entered into. Support Document. Other than the legal opinions, any Credit Support Document or any document amending a Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still but including any certifications in full force and effect. Yes Party A and B An opinion of counsel relation to such party reasonably satisfactory in form and substance to the other partydocuments), and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal all documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. Nounder

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 4(a), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents documents, or certificates to be delivered are:— : Party A agrees to complete, execute, and deliver to Party B, United States Internal Revenue Service Form W-9 or any successor of such form: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party B, ; and (iiiii) promptly upon learning that any such Form forms previously provided by Party A has become obsolete or incorrect. Party B agrees to complete, execute, and deliver to Party A, United States Internal Revenue Service Form W-9 or any successor of such forms: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party A; and (iii) promptly upon learning that any such forms previously provided by Party B has become obsolete or incorrect. (b) Other documents to be delivered are:— : Covered by Party B Certified required to Form/Document/ Date by which Section 3(d) deliver document Certificate to be delivered Representation Party A Power of Attorney with At execution of this Yes respect to Party A Agreement Party A Support Agreement dated as At execution of this Yes of October 8, 1993 among Agreement Party A, Mitsui Marine and Fire Insurance Co., Ltd. ("Mitsui Marine"), and The Goldman Sachs Group, Inc. ("Goldman Group") (the "Support Agreement") accompanied by a certificate of an authorized officer of Party A, certifying that it is a true, complete and correct copy of the Board original Support Agreement Party A Guaranty dated as of Directors resolution At execution of this Yes December 20, 2000 between Agreement Mitsui Marine and Goldman Sachs Group (the "Xxxxxxty"), accompanied by a certificate certifying that it is a true, complete and correct copy of the original Guaranty Party A Most recently prepared As soon as possible Yes annual balance sheet of following request of Party A Party B Party A Legal opinions with respect At execution of this No to Party A Agreement Party B Incumbency certificate or equivalent authorizing documentation) which sets forth At execution of this Yes other documents evidencing Agreement the authority authority, incumbency and specimen signature of each signatory to person executing this Agreement and each Agreement, any Credit Support Document (if any) signing on its behalf and or any Confirmation, as the authority of such party to enter into Transactions contemplated and performance of its obligations hereundercase may be. Concurrently Party B Servicer Remittance Reports Promptly upon Yes becoming available Party B Legal opinion with the respect At execution and delivery of this Agreement. Yes Party A and No to Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after No Pooling and Servicing the date of this Agreement. No Party B Each material amendment, supplement or waiver dated as of June Agreement 1, 2006, (the Trust "Pooling and Servicing Agreement") among GS Mortgage Securities Corp., as proposed from time to timedepositor, or any other amendment or modification of the Litton Loan Servicing LP, as a servicer, Select Portfolio Servicing, Inc., as a servicer, Avelo Mortgage, L.L.C., as a servicer Wells Fargo Bank, National Xxxociation, as master servicer and as securities administrator, J.P. Morgan Trust Agreement that requires the written consent of Party A under the terms of the Company, National Association, as a custodian, Deutsche Bank National Trust Agreement. Promptly upon learning of any proposed amendmentCompany, supplement or waiver. Noas a custodian, U.S. Bank National Association, as a custodian and LaSalle Bank National Association, as trustee.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, a party and (ii) promptly upon learning that any such Form document previously provided by Party A a party has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentationrequired to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Documentation which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An executed copy of the Indemnification and Disclosure Agreement relating to the Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable, and the Prospectus Supplement (each as defined in the PSA). On the date of such Preliminary Prospectus Supplement, Free Writing Prospectus or Prospectus Supplement, as applicable. No Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement PSA and other deal documents documents, including this Agreement and the CSA, reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effectConfirmation. No Party B An executed copy of the Trust AgreementPSA and other deal documents related to this Transaction. Within 30 days after the date As soon as possible following Party B’s receipt of this Agreementsame. No Party B Each material amendment, supplement or waiver of the Trust AgreementPSA, as proposed from time to time, or any other amendment or modification of the Trust Agreement PSA that requires the written consent of Party A under the terms of the Trust AgreementPSA. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver to each other party the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand : Party required to deliver document Form/Document/Certificate Date by Party B, and (ii) promptly upon learning that any such Form previously provided by which to be delivered in respect of the Series Trust Party A has become obsolete and Party B Any document or incorrectcertificate reasonably required or reasonably requested by a party in connection with its obligations to make a payment under this Agreement which would enable that party to make the payment free from any deduction or withholding for or on account of Tax or which would reduce the rate at which deduction or withholding for or on account of Tax is applied to that payment. As soon as reasonably practicable following a request by a party or as soon as possible after becoming aware of such document. (b) Other documents to be delivered are:— : Party required to deliver document Form/Document/Certificate Date by which to be delivered in respect of the Series Trust Party A, Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party Manager A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) certificate specifying the names, titles, authority title and specimen signatures of the persons authorized authorised to execute this Agreement which sets forth the specimen signatures of and each signatory Confirmation or other communication in writing made pursuant to this Agreement on its behalf or, if this Agreement or any Confirmation is to be executed by way of power of attorney, a copy of that power of attorney. On the execution of this Agreement and each Confirmation, unless (a) in the case of any certificate, that certificate has already been supplied and remains true and in effect or (b) in the case of any power of attorney, that power of attorney remains valid, and when any such certificate is updated. Party A, Party B and the Manager Any certificate or other document that is required to be provided by the relevant party under any Transaction Document, including without limitation any such certificate or other document relating to the financial condition of the Series Trust. As soon as reasonably practicable following the provision of the relevant certificate or other document under the Transaction Documents Party A The Swap Financial Disclosure and, to the extent applicable, cause its independent outside accountants (the “Auditor”) to issue their consent (the “Auditor’s Consent”) to the filing of or the Prior to printing the Preliminary Prospectus, and thereafter, in accordance with Part 5(29). Party required to deliver document Form/Document/Certificate Date by which to be delivered in respect of the Series Trust incorporation by reference of such Swap Financial Disclosure in the registration statement of Macquarie Leasing Pty Limited; provided however, that Macquarie Leasing Pty Limited and the Manager shall cooperate with the Auditor in the preparation of the Auditor’s Consent and provide the Auditor with any information it may reasonably request in connection with the Auditor’s Consent. Manager An electronic copy (which may be in electronic format), executed by each person expressed to be a party thereto, to Party A of the Master Trust Deed, the Series Supplement, the Relevant Note Trust Deed, the Relevant Agency Agreement, each Confirmation and each Credit Support Document specified in respect of Party B and (without limiting any obligation Party B may have under the terms of that Credit Support Document to notify Party A of amendments thereto) any document that amends in any way the terms of that Credit Support Document. Not less than 5 Business Days (or such lesser period as Party A agrees to) before the Trade Date of the first occurring Transaction and in the case of any amending documents entered into subsequent to that date, promptly after each amending document (if any) signing on has been entered into. Party B and the Manager A legal opinion as to the validity and enforceability of its behalf. Concurrently with the execution and delivery of obligations under this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory each other Transaction Document in form and substance (and issued by legal counsel) reasonably acceptable to each other party. Prior to the other party, and, Effective Date of the first occurring Transaction. Party B and the Manager A legal opinion as to taxation matters in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory connection with each Transaction in form and substance (and issued by legal counsel) reasonably acceptable to each other party Prior to the Effective Date of the first occurring Transaction. Party A. Concurrently B and the Manager A copy of each report or notice to Noteholders in connection with the execution and delivery Series Trust As soon as reasonably practicable following a request by a party or as soon as possible after becoming aware of such document having been issued. Other than the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendmentlegal opinions, supplement or waiver of the Trust Agreement, as proposed from time to time, any Credit Support Document or any other amendment or modification of document amending a Credit Support Document, all documents delivered under this Part 3(b) are covered by the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoSection 3(d) representation.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:applicable:- (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon are:- Party required to Form/Document/ Date by which deliver document Certificate to be Delivered Party A and Party B Forms and/or documents described in Upon reasonable demand by Party B, and (iithe other Section 4(a)(iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectof the Agreement. party. (b) Other documents to be delivered are:— are:- Party required to Form/Document/ Date by which Covered by Section deliver document Certificate to be Delivered 3(d) Party A and Party B Certified copy For each party, an incumbency Upon execution of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of this Yes certificate with respect to each Agreement. signatory to this Agreement and each the Credit Support Document (if any) signing on Documents. Party A A copy of the annual report of Upon request. Yes its behalf Credit Support Provider containing audited consolidated financial statements for such fiscal year certified by independent public accountants and prepared in accordance with generally accepted accounting principles consistently applied. Party A For its most recent fiscal Upon request. Yes quarter, a copy of the authority of such party to enter into Transactions contemplated and performance unaudited financial statements of its obligations hereunderCredit Support Provider, prepared in accordance with generally accepted accounting principles consistently applied. Concurrently with the execution and delivery of this Agreement. Yes Party required to Form/Document/ Date by which Covered by Section deliver document Certificate to be Delivered 3(d) Party A and Party B Incumbency Certificate (orAny documents required or Upon execution of this Yes reasonably requested by the Agreement. receiving party to evidence authority of the delivering party or its Credit Support Provider, if available the current authorized signature book or equivalent authorizing documentation) specifying the namesany, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to and deliver this Agreement, each Confirmation any Confirmation, and each any Credit Support Document (if any) signing on Documents to which it is a party, and to evidence the authority of the delivering party to its behalfCredit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be. Concurrently with the Party A A guarantee of Lehman Brothers Upon execution and delivery of this Agreement unless previously delivered No Holdings Inc. ("Holdings") Agreement. substantially in the form of Exhibit A to this Schedule. Party B Opinions of counsel to Party B Upon execution of this No substantially in the form of Agreement. Exhibit C and still in full force and effectD to this Schedule. Yes Party A and B An opinion of counsel to Party A Upon execution of this No and Party A's Credit Support Agreement. Provider substantially in the form of Exhibit B to this Schedule. Party B Monthly Report At such party reasonably satisfactory in form and substance time as each Yes Monthly Report is delivered to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effectTrustee. No Party B An executed Copy of any notice delivered under Upon availability. Yes the Pooling and Servicing Agreement that impacts this Agreement. Party B Executed copy of the Trust Credit Upon execution of this Yes Support Document specified in Part Agreement. Within 30 days after 4 to this Schedule. Party B Executed copy of the date Swap Contract Upon execution of this Yes Administration Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a1) Tax forms, documents or certificates to be delivered are:— : Party A An executed United States Internal Revenue Service Form W-8ECI (or any successor thereto). (i) Upon the execution of this Agreement; (ii) promptly upon reasonable demand by Party B, the other Party; and (iiiii) promptly upon learning that any such Form form previously provided by Party A has become obsolete becomes obsolete, incorrect or incorrectexpired. (bi) Upon the execution of this Agreement; (ii) promptly upon reasonable demand by the other Party; and (iii) promptly upon learning that any such form previously provided has becomes obsolete, incorrect or expired. (2) Other documents to be delivered are:— : MX Holdings and Party A An executed subscription agreement for the Class B Common Stock Upon Execution Yes Party B Certified copy Guarantee and Collateral Agreement Upon Execution Yes Wachovia Control Agreements Upon Execution Yes Huntington Control Agreement Upon Execution Yes Trademark Security Agreements for filing with the United States Patent Upon Execution Yes and Trademark Office UCC-1 Financing Statements as required by Party A; and assignments by SocGen of UCC-1 Financing Statements as required by Party A. Upon Execution Yes Novation Agreement(s) with respect to the novation of the Board interest rate swaps set forth on Exhibit 12(a)(xix) As soon as practicable, but in any event not later than 30 days after the Closing Date Yes Intercreditor Agreement Upon Execution Yes Certificate of Directors resolution Incorporation Upon Execution Yes Registration Rights Agreement Upon Execution Yes Stockholders Agreement Upon Execution Yes The Financial Statements specified in Part 12(a)(vi) As provided in Part 12(a)(vi) Yes The Budgets specified in Part 12(a)(xiii) As provided in Part 12(a)(xiii) Yes The Notices and Reports specified in Part 12(a)(v) and Part 12(a)(vii) As provided in Part 12(a)(v) and Part 12(a)(vii) Yes Capacity Releases and related documents required to be executed pursuant to Part 8(b)(ii) As soon as practicable, but in any event not later than 90 days after the Closing Date Copies of information technology infrastructure systems (or equivalent authorizing documentationincluding, without limitation, billing systems) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if anyAs provided in Part 12(a)(xvi) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory New York legal counsel, in form and substance satisfactory to Party A, covering such matters as Party A shall reasonably require. Upon Execution An Officers’ Certificate from MX Holdings certifying that the other partyUpon Execution Yes aggregate principal amount of the Old Notes outstanding following the consummation of the Exchange Offer does not exceed $10,000,000 and that aggregate principal amount of the Notes outstanding following the Exchange Offer does not exceed $75,000,000. An Officers’ Certificate from Party B and each Specified Entity of Party B certifying that each of the representations and warranties of Party B and each of the Specified Entities of Party B contained in this Agreement is true and correct in all material respects as of the date of this Agreement (except for any such representations and warranties made as of a specific date, and, which shall remain true and correct in the case all material respects as of such date) Upon Execution A proposed consolidated operating Budget for Party B, opinions of counsel relating to the Trust Agreement its Subsidiaries and other deal documents reasonably satisfactory MX Electric, for fiscal year 2010 which shall be in form and substance satisfactory to Party A. Upon Execution Yes A proposed consolidated business plan for Party B, its Subsidiaries and MX Electric, for the first two years of the term of this Agreement which shall be in form and substance satisfactory to Party A. Upon Execution Yes Evidence, satisfactory to Party A, that each LDC and all other payers have been instructed to make all payments owing to Party B or to any Specified Entity of Party B directly to the Upon Execution Yes Lockbox Accounts. Evidence, satisfactory to Party A, that each LDC and all other payers have been instructed to make all payments owing to Party B or to any Specified Entity of Party B directly to the Lockbox Accounts and not to any other accounts without the prior written consent of Party A. Concurrently with As soon as practicable, but in any event not later than 10 Business Days after the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Closing Date Evidence satisfactory to Party A that all master agreements between Party B An executed copy or any Specified Entity of the Trust AgreementParty B and any third party have been terminated. Within As soon as practicable, but in any event not later than 30 days after the date of this Agreement. No Closing Date Evidence, satisfactory to Party A, that (i) Party B Each material amendmentand each Specified Entity of Party B has in place the types of insurance set forth on Exhibit 12(a)(iii), supplement or waiver of the Trust Agreementand (ii) all such insurance names Party A as an additional insured and/or loss payee, as proposed from time to time, appropriate. Upon Execution Yes Party A&B: Certified copies of board resolutions approving this Agreement and the Transactions contemplated by this Agreement and any exhibits or any other amendment or modification supplements attached hereto and the Confirmations hereunder. Upon Execution Yes Party A&B: Evidence of the Trust Agreement that requires the written consent authority of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. Nosignatories Upon Execution Yes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 4(a), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents documents, or certificates to be delivered are:— : Party A agrees to complete, execute, and deliver to Party B, United States Internal Revenue Service Form W-9 or any successor of such form: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party B, ; and (iiiii) promptly upon learning that any such Form forms previously provided by Party A has become obsolete or incorrect. Party B agrees to complete, execute, and deliver to Party A, United States Internal Revenue Service Form W-9 or any successor of such forms: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party A; and (iii) promptly upon learning that any such forms previously provided by Party B has become obsolete or incorrect. (b) Other documents to be delivered are:— : Covered by Party B Certified required to Form/Document/ Date by which Section 3(d) deliver document Certificate to be delivered Representation Party A Power of Attorney with At execution of this Yes respect to Party A Agreement Party A Support Agreement dated as At execution of this Yes of October 8, 1993 among Agreement Party A, Mitsui Marine and Fire Insurance Co., Ltd. ("Mitsui Marine"), and The Goldman Sachs Group, Inc. ("Goldman Group") (the "Support Agreement") accompanied by a certificate of an authorized officer of Party A, certifying that it is a true, complete and correct copy of the Board original Support Agreement Party A Guaranty dated as of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the At execution and delivery of this Agreement. Yes December 20, 2000 between Agreement Mitsui Marine and Goldman Xxxxx Xroup (the "Guaranty"), accompanied by a certificate certifying that it is a true, complete and correct copy of the original Guaranty Party A Most recently prepared As soon as possible Yes annual balance sheet of following request of Party A Party B Party A Legal opinions with respect At execution of this No to Party A Agreement Party A and Party Incumbency certificate or At execution of this Yes B Incumbency Certificate (orother documents evidencing Agreement the authority, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority incumbency and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures signature of each signatory to person executing this Agreement, each Confirmation and each any Credit Support Document (if any) signing on its behalfor any Confirmation, as the case may be. Concurrently Party B Servicer Remittance Promptly upon Yes Reports becoming available Party B Legal opinion with the respect At execution and delivery of this No to Party B Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after No Master Servicing and Trust the date of this Agreement. No Party B Each material amendment, supplement or waiver dated as of the Trust AgreementAgreement February 1, 2006, among GS Mortgage Securities Corp., as proposed from time to timedepositor, or any other amendment or modification of the Deutsche Bank National Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendmentCompany, supplement or waiver. Noas trustee and as custodian, JPMorgan Chase Bank, National Association and U.S. Bank National Association, as custodians and Wells Fargo Bank, N.A., as master servicer and securities administrator.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:—are:- (i) promptly upon reasonable demand by Party B, a party and (ii) promptly upon learning that any such Form document previously provided by Party A has become obsolete or incorrect.; provided, however, that in no event shall any such document be required to be delivered more than ten (10) calendar days prior to the date on which the first payment by either party is scheduled to be made under any Transaction.. (b) Other documents to be delivered are:— are:- Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentationrequired to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Documentation which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An executed copy of the Indemnification and Disclosure Agreement relating to the Preliminary Prospectus Supplement or Free Writing Prospectus, as applicable, and the Prospectus Supplement (each as defined in the PSA). On the date of such Preliminary Prospectus Supplement, Free Writing Prospectus or Prospectus Supplement, as applicable. No Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement PSA and other deal documents documents, including this Agreement and the Credit Support Annex, reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effectConfirmation. No Party B An executed copy of the Trust AgreementPSA and other deal documents related to this Transaction. Within 30 days after the date As soon as possible following Party B’s receipt of this Agreementsame. No Party B Each material amendment, supplement or waiver of the Trust AgreementPSA, as proposed from time to time, or any other amendment or modification of the Trust Agreement PSA that requires the written consent of Party A under the terms of the Trust AgreementPSA. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose purposes of Sections Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B: Each of PROJECT ORANGE and NIAGARA shall, and (ii) promptly upon learning that as soon as practicable after demand, deliver to the other party any form or document required or reasonably requested in order to allow a party to make payments under this Agreement without deduction or withholding for or on account of any Tax or with such Form previously provided by Party A has become obsolete deduction or incorrectwithholding at a reduced rate. (b) Other documents to be delivered are:— : Party B Certified required Covered by to deliver Form/Document/ Date by which Section 3(d) document Certificate to be delivered Representation -------- ----------- --------------- -------------- PROJECT An opinion of counsel Upon execution of Yes ORANGE and to PROJECT ORANGE this Agreement. NIAGARA and NIAGARA substantially in the form of Exhibit A to this --------- Schedule. PROJECT An incumbency certificate Upon execution of Yes ORANGE and with respect to the this Agreement. NIAGARA signatory of this Agreement. PROJECT Annual audited financial Upon execution of Yes ORANGE and statements of such party, this Agreement and NIAGARA or its Credit Support upon request after public availability Providers, as the case may thereof. be, prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"). PROJECT Quarterly unaudited Upon request after Yes ORANGE and financial statements of public availability NIAGARA such party, or its Credit thereof. Support Providers, as the case may be, for its most recent fiscal quarter prepared in accordance with GAAP. PROJECT A copy of the Board resolutions Upon execution of Directors resolution Yes ORANGE and (the "Authorizing this Agreement. NIAGARA Resolution") of the board of directors or equivalent authorizing documentation) other governing body of such party, pursuant to which sets forth the authority of each signatory such party is authorized to enter into this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter Trans- action entered into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of under this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— are:-- PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED ----------------- -------------------------------------- ----------------------------- Party A and Subject to Section 4(a)(iii), any (i) promptly upon reasonable Party B document required or reasonably demand by Party Bthe other party, and requested to allow the other party to (ii) promptly upon learning that make payments under this Agreement any such Form previously without any deduction or withholding provided by Party A such party has on account of any Tax. become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentationare:-- PARTY REQUIRED TO DATE BY WHICH TO BE COVERED BY SS.3(D) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DELIVERED REPRESENTATION ------------------- -------------------------------------- ---------------------- ------------------ Party A and Party B Incumbency Certificate (or, if Concurrently with the Yes Party B available the current authorized execution and signature book or equivalent delivery of this authorizing documentation) specifying Agreement unless the names, titles, authority and previously delivered specimen signatures of the persons and still in full authorized to execute this Agreement force and effect. which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party Concurrently with the No reasonably satisfactory in form and execution and substance to the other party, and, in delivery of the the case of Party B, opinions of Confirmation unless counsel relating to the Trust previously delivered Agreement and other deal documents and still in full reasonably satisfactory in form and force and effect. substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after No Agreement. the date of this Agreement. No Party B Each material amendment, supplement or Promptly upon No waiver of the Trust Agreement, as learning of any proposed from time to time, or any proposed amendment, other amendment or modification of the supplement or waiver. Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand : Party required to Form/document/ Date by Party B, and (ii) promptly upon learning that any such Form previously provided by which deliver document Certificate to be delivered ---------------- ----------- --------------- Party A has become obsolete or incorrectW-9 for the Trust Upon execution of this Agreement. (b) Other documents to be delivered are:— : Party B Certified copy required to Covered by deliver Form/Document/ Date by which Section 3(d) document Certificate to be delivered Representation -------- ----------- --------------- -------------- Party A A Certificate of an Upon execution Yes. authorized officer of of this the party, certifying Agreement. the names, true signatures and authority of the Board officers of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) party signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel Upon execution Yes. for Party A. of this Agreement Party A The relevant excerpts Upon execution Yes. from the Trust of this Agreement of Party A Agreement. pursuant to which Party A is authorized to enter into this Agreement. Party B A certificate of an Upon execution Yes. authorized officer of of this the party, certifying Agreement. the names, true signatures and authority of the officers of the party signing this Agreement. Party B Opinion of counsel to Upon execution Yes. Party B and addressed of this to Party A, the Agreement. rating agencies rating the Certificates issued by the Trust, covering such party other matters as reasonably requested by, and satisfactory in form and substance to the other party, and, in the case of addressees. Party B, opinions of counsel relating required to the Trust Agreement and other deal documents reasonably satisfactory in form and substance Covered by deliver Form/Document/ Date by which Section 3(d) document Certificate to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously be delivered and still in full force and effect. No Representation -------- ----------- --------------- -------------- Party B An executed A copy of the Trust Agreementannual Upon execution Yes. Within 30 days after the date report of Party B of this Agreement. No Party B Each material amendmentcontaining audited Agreement and, supplement or waiver consolidated thereafter, financial statements upon request of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of for such fiscal year Party A under or the terms of the Trust Agreementcertified by Servicer. Promptly upon learning of any proposed amendment, supplement or waiver. Noindependent public accountants and prepared in accordance with generally accepted accounting practices consistently applied.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 4(a), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents documents, or certificates to be delivered are:— : Party A agrees to complete, execute, and deliver to Party B, United States Internal Revenue Service Form W-9 or any successor of such form: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party B, ; and (iiiii) promptly upon learning that any such Form forms previously provided by Party A has become obsolete or incorrect. Party B agrees to complete, execute, and deliver to Party A, United States Internal Revenue Service Form W-9 or any successor of such forms: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party A; and (iii) promptly upon learning that any such forms previously provided by Party B has become obsolete or incorrect. (b) Other documents to be delivered are:— : Covered by Party B Certified required to Form/Document/ Date by which Section 3(d) deliver document Certificate to be delivered Representation Party A Power of Attorney with At execution of Yes respect to Party A this Agreement Party A Support Agreement dated At execution of Yes as of October 8, 1993 this Agreement among Party A, Mitsui Marine and Fire Insurance Co., Ltd. ("Mitsui Marine"), and The Goldman Sachs Group, Inc. ("Goldmxx Xxxxp") (the "Support Agreement") accompanied by a certificate of an authorized officer of Party A, certifying that it is a true, complete and correct copy of the Board original Support Agreement Party A Guaranty dated as of Directors resolution (or equivalent authorizing documentation) which sets forth the authority At execution of each signatory to Yes December 20, 2000 this Agreement between Mitsui Marine and each Credit Support Document Goldman Sachs Group (if any) signing on its behalf the "Guaranty"), xxcompanied by a certificate certifying that it is a true, complete and correct copy of the authority original Guaranty Party A Most recently prepared As soon as Yes annual balance sheet of such party possible Party A following request of Party B Party A Legal opinions with At execution of No respect to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of Party A this Agreement. Yes Agreement Party A and Party Incumbency certificate At execution of Yes B Incumbency Certificate (oror other documents this Agreement evidencing the authority, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority incumbency and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures signature of each signatory to person executing this Agreement, each Confirmation and each any Credit Support Document (if any) signing on its behalfor any Confirmation, as the case may be. Concurrently Party B Servicer Remittance Promptly upon Yes Reports becoming available Party B Legal opinion with the At execution and delivery of No respect to Party B this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days No Pooling and Servicing after the date Agreement, dated as of of this Agreement February 1, 2006, (the "Pooling and Servicing Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement") among GS Mortgage Securities Corp., as proposed from time to timedepositor, or any other amendment or modification of the National City Home Loan Services, Inc., as servicer, and Deutsche Bank National Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendmentCompany, supplement or waiver. Noas a custodian and as trustee.

Agreement to Deliver Documents. (a) For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following tax forms, documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party A A correct, complete and duly executed U.S. Internal Revenue Service Form W-9 or other applicable form (or successor thereto), together with appropriate attachments, that eliminates U.S. federal withholding and backup withholding Tax on payments to Party A under this Agreement. (i) upon execution of this Agreement, (ii) on or before the first payment date under this Agreement, including any Credit Support Document, (iii) promptly upon the reasonable demand by Party B, (iv) prior to the expiration or obsolescence of any previously delivered form, and (v) promptly upon the information on any such previously delivered form becoming inaccurate or incorrect Party B Party B will deliver at closing a correct, complete and duly executed U.S. Internal Revenue Service Form W-9 or other applicable form (or successor thereto), together with appropriate attachments, and may deliver other tax forms relating to the beneficial owner of payments to Party B under this Agreement from time to time (i) upon execution of this Agreement, (ii) on or before the first payment date under this Agreement, including any Credit Support Document, (iii) promptly upon learning that the reasonable demand by Party A, (iv) prior to the expiration or obsolescence of any previously delivered form, and (v) promptly upon the information on any such Form previously provided by Party A has become obsolete delivered form becoming inaccurate or incorrect. (b) Other For the purpose of Section 4(a)(ii), other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes : Party A and Party B Incumbency Certificate (orAny documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if available any, for it to execute and deliver the current authorized signature book or equivalent authorizing documentation) specifying Agreement, this Confirmation, and any Credit Support Documents to which it is a party, and to evidence the names, titles, authority and specimen signatures of the persons authorized delivering party or its Credit Support Provider to execute this Agreement which sets forth perform its obligations under the specimen signatures of each signatory to this Agreement, each this Confirmation and each any Credit Support Document (if any) signing on its behalf. Concurrently with Document, as the case may be Upon the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing the Agreement, this Confirmation, and any relevant Credit Support Document, as the case may be Upon the execution and delivery of this Agreement Yes Party A Annual Financial Statements as set forth in Party A’s Call Report containing consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which Party A is organized Promptly upon request made by Party B Yes Party A Quarterly Financial Statements as set forth in Party A’s Call Report containing unaudited, consolidated financial statements of Party A’s fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which Party A is organized Promptly upon request made by Party B Yes Party A An opinion of counsel to such party reasonably Party A satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with B Upon the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party : N/A has become obsolete or incorrect. (b) Other documents to be delivered are:— : Party A and Party B Evidence satisfactory to the other party as to the authority of its signatories to this Agreement and to each Confirmation including specimen signatures of such signatories. On signing of this Agreement and relevant Confirmation as applicable. Yes Party B Certified copy of the Board of Directors board resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory evidencing Party B's capacity to enter into this Agreement and each all Transactions hereunder. Party B Certified copy of Memorandum and Articles of Association. Party B Details of the Hedge Collateral Accounts opened in order to receive collateral that may be posted by Party A under the Credit Support Document (if any) Annex to this Agreement. On signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available On signing of this Agreement. In the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures case of the persons authorized to execute this Agreement which sets forth Hedge Collateral Cash Account, within 30 days of the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of the Hedge Collateral Securities Account, within 90 days of both: (i) the occurrence of an Initial Fitch Rating Event, Yes Yes Yes a Subsequent Fitch Rating Event or if the Collateral Trigger Requirements apply; and (ii) a request of Party B, A made in writing. Party B Legal opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance satisfactory to Party A as to Party B’s capacity and authority to enter into this Agreement and the Party A. Concurrently with the execution and delivery ability of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy to make payments as of the Trust Agreement. Within 30 days after the date of this AgreementAgreement without the deduction of withholding tax. No Party B Each material amendment, supplement or waiver Signed copy of the Trust Agreement, as proposed Reporting Agreement with Party A. Party B Any further information required from time to time, or any other amendment or modification time to meet the Bank of England's Discount Window Facility requirements for residential mortgage backed securities. On signing of No this Agreement. On signing of No this Agreement. To the Trust Agreement that requires the written consent of extent No not already made available on a website and notified to Party A under in connection with the terms Administration Agreement, in respect of each calendar month, no later than 30 days following the Trust Agreement. Promptly upon learning end of any proposed amendment, supplement or waiver. Nosuch calendar month.

Agreement to Deliver Documents. For the purpose of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to deliver document Date by which to be delivered Party B Any form or document that may be reasonably requested, and that Party B is eligible to provide, in order to allow the requesting party to make a payment without (ior with reduced) promptly withholding Tax. Promptly upon reasonable demand by the other party. Yes Party BA An accurate and complete signed copy of Internal Revenue Service Form W-ECI (or any successor thereto), Internal Revenue Service Form W-8BEN (or any successor thereto) and all other related forms (including any certificate with respect thereto) as Party B may reasonably request. (i) Concurrently with the execution and delivery of this Agreement and the Confirmation, (ii) prior to the expiration of the immediately preceding form that was in full force and effect, and (iiiii) promptly upon learning at any time that a change in circumstances renders the preceding form inaccurate or incomplete in any such Form previously provided by Party A has become obsolete or incorrect.material respect. Yes (b) Other documents to be delivered are:— : Party B Certified copy required to deliver document Date by which to be delivered Covered by Section 3(d) Party A Opinions of counsel for Party A substantially in the Board form of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory Exhibit A to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the Schedule Upon execution and delivery of this Agreement. Agreement Yes Party A and Party B Incumbency Certificate (or, if available An incumbency certificate with respect to the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Upon execution of this Agreement Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, for Party B substantially in the case form of Party B, opinions Exhibit B to this Schedule Upon execution of counsel relating to the Trust this Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Yes Party B An executed copy of incumbency certificate with respect to the Trust Agreement. Within 30 days after the date signatory of this Agreement. No Agreement Upon execution of this Agreement Yes Party B Each material amendment, supplement or waiver Documentary evidence of the Trust Agreementauthority of The Bank of New York, as proposed from time Trustee, to time, or any other amendment or modification of the Trust Agreement that requires the written consent act on behalf of Party A under the terms B Upon execution of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. Nothis Agreement Yes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party required to Form/Document/ Date by which deliver document Certificate to be delivered Party A An Internal Revenue (iA) Before the Service form 4224 or First Scheduled any successor form Payment Date; (B) to such Form 4224, promptly upon completed in a reasonable demand by manner reasonably Party B, ; and (iiC) satisfactory to promptly upon Party B learning that any Form 4224 or any successor form to such Form 4224 previously provided by Party A has become obsolete or incorrect For purposes of Section 2(d)(i)(4)(A), Party A shall be deemed to have failed to comply with Section 4(a)(i) if the Internal Revenue Service Form 4224 (or any successor form) delivered to Party B is or becomes incomplete, obsolete or incorrect until such time as (i) Party A delivers a new tax form as required by Section 4(a)(i) or (ii) such previously delivered tax form is no longer incomplete, obsolete or incorrect. (b) Other documents to be delivered are:— : Party required Date by which Covered by to Form/Document/ to be Section 3(d) Deliver Certificate delivered Representation document Party B Opinion of Upon execution No counsel and delivery satisfactory to of this Party A Agreement Party B Certified copy Upon execution Yes copies of the Board all and delivery corporate of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this authorizations Agreement and each Credit Support Document (if any) signing on its behalf and any other documents with respect to the authority of such party to enter into Transactions contemplated execution, delivery and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, of Upon execution Yes authority and and delivery specimen of this signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form individuals thereafter executing this upon request Agreement and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoConfirmations

Agreement to Deliver Documents. For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : as follows: Party Form/Document/Certificate Date by which to be required to delivered deliver document Party A An original properly completed and (i) upon execution of executed United States Internal Revenue this Agreement, (ii) on Service Form W-8BEN (or any successor or before the first thereto) with respect to any payments payment date under this received or to be received by Party A. Agreement, including any Credit Support Document, (iii) before December 31 of each third succeeding calendar year, (iv) promptly upon the reasonable demand by Party B, (v) prior to the expiration or obsolescence of any previously delivered form, and (vi) promptly upon the information on any such previously delivered form becoming inaccurate or incorrect. Party B An original properly completed and (i) upon execution of executed United States Internal Revenue this Agreement, (ii) on Service Form W-9 (or any successor or before the first thereto) of CBO and CRIIMI Newco Member, payment date under this Inc. with respect to any payments Agreement, including any received or to be received by Party B. Credit Support Document, (iii) promptly upon learning that the reasonable demand by Party A, and (iv) promptly upon the information on any such Form previously provided by Party A has become obsolete delivered form becoming inaccurate or incorrect. (b) Other documents to be delivered are:— : PARTY REQUIRED DATE BY WHICH TO BE COVERED BY TO DELIVER FORM/DOCUMENT/CERTIFICATE DELIVERED SECTION 3(d) ================== =========================================== ========================= ================== Party A Certified copies of all documents Upon or prior to Yes and evidencing necessary authorizations and execution of this Party B Certified copy approvals, obtained pursuant to the Agreement, any Credit relevant constitutive documents, with Support Document and respect to the execution, delivery and promptly at the request performance by the party and any Credit of the other party upon Support Provider of this Agreement, any execution of a Credit Support Document and any Confirmation. Confirmation, including, where applicable, certified copies of the resolutions of its Board of Directors resolution (or equivalent its governing body authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement, the relevant Credit Support Document or any Confirmation. Yes Party A A certificate of an authorized officer Upon or prior to Yes and of the party and any Credit Support execution of this Party B Incumbency Certificate (orProvider as to the incumbency and Agreement, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, any authority and specimen signatures of the persons authorized to execute this Agreement which sets forth officers of the specimen signatures of each signatory to party Credit Support Document and any Credit Support Provider signing and promptly at the this Agreement, each Confirmation and each any Credit Support request of the other Document (if any) signing on its behalfor any Confirmation. Concurrently with the party upon execution and delivery of this Agreement unless previously delivered and still in full force and effecta Confirmation. Yes Party A and B An opinion Guaranty of counsel to such party reasonably satisfactory in form and substance to the other partyThe Bear Stearns Companies As soon as practicable, and, No Inc. ("BSC") in the case form of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the Exhibit I but no later than upon attached hereto. execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendmentGuaranty of CRIIMI MAE Inc. in form As soon as practicable, supplement or waiver No and substance reasonably satisfactory to but no later than upon Party A. execution of the Trust this Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No.

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 4(a), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents documents, or certificates to be delivered are:— (a) Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute, and deliver to Party A a United States Internal Revenue Service Form W-8BEN, or any successor form, with respect to Transactions not identified pursuant to clause (b)(ii)(1) of Part 2, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each third successive calendar year, (iii) promptly upon reasonable demand by Party BA, and (iiiv) promptly upon learning that any such Form form previously provided by Party A B has become obsolete or incorrect. (b) Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute, and deliver to Party A in duplicate a United States Internal Revenue Service Form W-8ECI, or any successor form, with respect to Transactions identified pursuant to clause (b)(ii)(1) of Part 2, (i) before the first Scheduled Payment Date under this Agreement, (ii) before the first Scheduled Payment Date in each successive taxable year of Party B, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. (c) Other documents to be delivered are:— : Party A and Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Duly executed Credit Support Document (if anyDocuments specified in Part 4(d) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the At execution and delivery of this Agreement. Master Agreement Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, Evidence of authority and specimen signatures of with respect to the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation party’s and each its Credit Support Document Provider’s (if any) signing on its behalf. Concurrently with the signatories executing this Agreement or any Credit Support Document At execution and delivery of this Master Agreement unless previously delivered and still in full force and effect. Yes Party A and Party B An A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party B Extract from the Trade Register of the Chamber of Commerce which indicates the names of the Managing Directors and their power of representation At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event earlier than 120 days after the end of each of its fiscal years Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event earlier than 60 days after the end of each of its first three fiscal quarters of each of its fiscal years Yes Party B Annual Audited Consolidated Financial Statement of Party B certified by independent public accountants, together with a Compliance Certificate, as defined in Paragraph 13(m) of Annex A attached hereto Promptly following demand by Party A, but in no event earlier than 120 days after the end of each of its fiscal years Yes Party B Quarterly Unaudited Consolidated Financial Statement of Party B, together with a Compliance Certificate, as defined in Paragraph 13(m) of Annex A attached hereto Promptly following demand by Party A, but in no event earlier than 60 days after the end of each of its first three fiscal quarters of each of its fiscal years Yes Party B Legal opinion of counsel to such party reasonably satisfactory in form and substance satisfactory to the other party, and, in the case of Party B, opinions of A and its counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver execution of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Master Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. (a) For the purpose of Sections Section 4(a)(i) and (ii) of this Agreement), each party agrees to deliver the following tax forms, documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly : Party A and Party B Any form or document required or reasonably requested to allow the other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. Promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other For the purpose of Section 4(a)(ii), other documents to be delivered (unless otherwise publicly available) are:— : Party A and Party B Certified copy of Any documents required by the Board of Directors resolution (or equivalent authorizing documentation) which sets forth receiving party to evidence the authority of each signatory to this Agreement and each the delivering party or its Credit Support Document (Provider, if any) signing on its behalf , for it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution and delivery of this Agreement Yes Party A and Party B A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution and delivery of this Agreement Yes Party A Annual Report of Party A containing consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party is organized Promptly after request by Party B Yes Party A Quarterly Financial Statements of Party A Corporation containing unaudited, consolidated financial statements of such party’s fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party is organized Promptly after request by Party B Yes Party A Opinions of counsel of Party A reasonably satisfactory to enter into Transactions contemplated and performance of its obligations hereunder. Party B. Concurrently with the execution and delivery of this Agreementthe Confirmation. Yes Party A and No Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion Opinions of counsel to such party of Party B reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effectConfirmation. No Party B An executed copy of the Trust Pooling and Servicing Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— : Party A and Party B shall promptly deliver to the other party (ior as directed) any form or document accurately completed and in a manner reasonably satisfactory to the other party that may be required or reasonably requested in order to allow the other party to make a payment under a Transaction without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate, promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other documents to be delivered are:— : Party A and Party B Certified copy Evidence of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to the signatories of this Agreement and each Credit Support Document (if any) signing on its behalf and the authority including specimen signatures of such party to enter into Transactions contemplated and performance of its obligations hereundersignatories. Concurrently with the Upon execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel addressed to such party reasonably satisfactory Party B in form and substance reasonably acceptable to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the B. Upon execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver An opinion of Party B’s counsel addressed to Party A in form and substance reasonably acceptable to Party A. Upon execution of this Agreement. No Party B A duly executed certificate of the Trust secretary or assistant secretary of the Owner Trustee of Party B certifying the name and true signature of each person authorized to execute this Upon execution of this Agreement. Yes Agreement and enter into Transactions for Party B. Party B Copies of executed Indenture and Servicing Agreement. Upon execution of such Agreements Yes Party A Financial data relating to Party A, as required pursuant to Part 5(t) of this Schedule. As required pursuant to Part 5(t) of this Schedule. Yes Party A Executed Indemnification and Disclosure Agreement, as proposed from time among Party A, Fifth Third Bank, an Ohio banking corporation, Fifth Third Holdings Funding, LLC and Fifth Third Holdings, LLC, relating to time, Party A’s furnished information for use in the Prospectus and other matters. Upon or any other amendment or modification prior to execution of the Trust this Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. NoYes

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this AgreementSection 4(a), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents documents, or certificates to be delivered are:— : Party A agrees to complete, execute, and deliver to Party B, United States Internal Revenue Service Form W-9 or any successor of such form: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party B, ; and (iiiii) promptly upon learning that any such Form forms previously provided by Party A has become obsolete or incorrect. Party B agrees to complete, execute, and deliver to Party A, United States Internal Revenue Service Form W-9 or any successor of such forms: (i) on a date which is before the first scheduled payment date under this Agreement; (ii) promptly upon reasonable demand by Party A; and (iii) promptly upon learning that any such forms previously provided by Party B has become obsolete or incorrect. (b) Other documents to be delivered are:— : Covered by Party B Certified required to Form/Document/ Date by which Section 3(d) deliver document Certificate to be delivered Representation Party A Power of Attorney with At execution of Yes respect to Party A this Agreement Party A Support Agreement dated At execution of Yes as of October 8, 1993 this Agreement among Party A, Mitsui Marine and Fire Insurance Co., Ltd. ("Mitsui Marine"), and The Goldman Sachs Group, Inc. ("Gxxxxxx Gxxxx") (the "Support Agreement") accompanied by a certificate of an authorized officer of Party A, certifying that it is a true, complete and correct copy of the Board original Support Agreement Party A Guaranty dated as of Directors resolution (or equivalent authorizing documentation) which sets forth the authority At execution of each signatory to Yes December 20, 2000 this Agreement between Mitsui Marine and each Credit Support Document Goldman Group (if any) signing on its behalf the "Guaranty"), accompanied by a certificate certifying that it is a true, complete and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed correct copy of the Trust Agreement. Within 30 days after the date original Guaranty Party A Most recently prepared As soon as Yes annual balance sheet of this Agreement. No possible Party A following request of Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms Legal opinions with At execution of the Trust No respect this to Party A Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No

Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly : Party A and Party B Any form or document required or reasonably requested to allow the other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. Promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrectthe other party. (b) Other documents to be delivered are:— : Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion Opinions of counsel to such party of Party A reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. B. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effectConfirmation. No Party B An executed copy of the Trust Pooling and Servicing Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No